SecProbe.io

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 August 26, 2025

Sarah Glickman
Chief Financial Officer
Criteo S.A.
32 Rue Blanche
Paris, France 75009

 Re: Criteo S.A.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-36153
Dear Sarah Glickman:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 VIA EDGAR

 August 5, 2025

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Trade & Services
 Washington, D.C. 20549

 Attention: Aamira Chaudhry and Amy Geddes

 Re:

 Criteo S.A.

 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-36153

 Dear Ms. Chaudhry and Ms. Geddes:

 Criteo S.A. (the “Company,” “we,” “our” or “Criteo”) is hereby responding to the comment letter dated June 25, 2025, from the staff of the Division of
 Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) regarding the above-referenced filings of the Company.

 Below are our responses to the Staff’s comments. For your convenience, we have included the Staff’s comments in bold, followed by our responses.

 Form 10-Q for the Fiscal Quarter Ended March 31, 2025
 Note 16. Subsequent Events, page 24
 1. We note your largest customer notified you that they will curtail the scope of services to be provided commencing November 1,
 2025, which will reduce the expected revenue from that date onwards. For context please revise to disclose an estimate of its financial effect or a statement that such an estimate cannot be made. Please refer to ASC 855-10-50-2b for further guidance.

 Response:

 We respectfully acknowledge the Staff’s comment and have considered the guidance in ASC 855-10-50-2b.

 Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1 75 85 09 39

 Our largest   customer represented approximately 4.6% of our total revenue for the year ended December 31, 2024,
 as disclosed in our Form 10-K. On April 30, 2025, this customer provided written notice – in accordance with the six-month advance notice period required under the commercial agreement – of its intention to opt-out of certain services beginning in
 November 2025. As the services being curtailed relate to future periods, and the customer’s notice did not affect any conditions existing for the period ending March 31, 2025, there was no impact on our consolidated statements of financial position
 as of March 31, 2025, nor on our results of operations for the period ended March 31, 2025. Accordingly, no adjustment to the financial statements was required.

 In line with the interpretive guidance under ASC 855-10-50-2, we do not include forward-looking statements in our financial statement footnotes.
 Instead, such disclosures are provided in our Risk Factors section and in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of our Form 10-K and 10-Q filings, and, where applicable, in our
 Form 8-K filings.

 We believe we have appropriately disclosed this customer notification within our public disclosures, and within our Form 10-Q for the quarter ended
 March 31, 2025, and that our approach is consistent with the requirements of ASC 855-10-50-2 and reflects the nature, timing and impact of this event.

 As this relates to the future revenues of our largest client, beginning with our Form 10-Q for the quarter ended June 30, 2025 (“Q2 Form 10-Q”), we
 have enhanced the disclosure in the “Trends, Opportunities and Challenges” section of the MD&A by adding the following discussion:

 As previously disclosed in the first quarter, our largest customer notified us that they will curtail the scope
 of future services commencing November 1, 2025. For the year ended December 31, 2024, this customer accounted for 4.6% of our total revenue.

 Furthermore, we acknowledge that this client notification had no impact on our results of operations or consolidated statements of financial
 position as of June 30, 2025.

 Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1 75 85 09 39

 Form 10-K for Fiscal Year Ended December 31, 2024
 Note 4. Segment Information, page F-21
 2. You disclose the CODM “only reviews revenues and corresponding TAC for each segment, and does not regularly review any other
 expense nor financial information for our two segments.” The significant expense principal is based on expense information regularly provided to (or easily computed by) the CODM, whether the CODM reviews that information or not. Please tell us
 whether segment expense information regularly “provided” to the CODM consists only of TAC. If so, please revise to state that the only significant segment expense provided to the CODM is TAC. If not, tell us your consideration of the requirements of
 ASC 280-10-50-26A and 55-15A.

 Response:

 The Company respectfully acknowledges the Staff’s comment and confirms that the only segment expense information regularly provided to the Chief Operating Decision Maker (CODM) is Traffic Acquisition Cost (TAC). The CODM receives consolidated expense
 information for all other expenses to manage operations and is not regularly provided disaggregated expenses for each of the segments.

 We will revise our segment disclosure in future filings, beginning with our Q2 Form 10-Q, to clarify this point as follows:

 The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources
 to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue. The CODM only reviews revenues and
 corresponding TAC for each segment, and is not regularly provided any other expense nor financial information for our two segments.

 Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1 75 85 09 39

 Please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at 202-371-7050 if you have any further questions or require additional information.

 Sincerely,

 /s/ Sarah Glickman

 Sarah Glickman

 Chief Financial Officer

 Criteo S.A.

 cc:

 Raquel Fox

 Skadden, Arps, Slate, Meagher & Flom LLP

 Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1 75 85 09 39

CORRESP
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 VIA EDGAR

 July 25, 2025

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Trade & Services
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Aamira Chaudhry and Amy Geddes

 RE:

 Criteo S.A.

 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 28, 2025
 Form 10-Q for the Quarterly Period Ended March 31, 2025
 Filed May 2, 2025
 File No. 001-36153

 Ladies and Gentlemen:

 In your letter dated June 25, 2025 (the “ Comment Letter ”), you requested that Criteo S.A. (the “ Company ”)
 respond to your comments within ten (10) business days or advise when it would provide a response.

 As discussed and agreed by email, the ten (10) business day clock shall begin on July 25, 2025, and the Company intends to respond to the Comment Letter
 on or before August 8, 2025. This timing is necessary to provide sufficient time for the Company’s preparation of responses.

 Thank you for your consideration.  Please do not hesitate to contact me if you have any questions.

 Sincerely,

 /s/ Sarah Glickman

 Sarah Glickman

 Chief Financial Officer

 Criteo S.A.

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<TEXT>
 June 25, 2025

Sarah Glickman
Chief Financial Officer
Criteo S.A.
32 Rue Blanche
Paris, France 75009

 Re: Criteo S.A.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-36153
Dear Sarah Glickman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Fiscal Quarter Ended March 31, 2025
Note 16. Subsequent Events , page 24

1. We note your largest customer notified you that they will curtail the
scope of services
 to be provided commencing November 1, 2025, which will reduce the
expected
 revenue from that date onwards. For context please revise to disclose an
estimate of
 its financial effect or a statement that such an estimate cannot be
made. Please refer to
 ASC 855-10-50-2b for further guidance.
Form 10-K for Fiscal Year Ended December 31, 2024
Index to Consolidated Financial Statements
Note 4. Segment Information, page F-21

2. You disclose the CODM "only reviews revenues and corresponding TAC for
each
 segment, and does not regularly review any other expense nor financial
information
 for our two segments. The significant expense principal is based on
expense
 information regularly provided to (or easily computed by) the CODM,
whether the
 June 25, 2025
Page 2

 CODM reviews that information or not. Please tell us whether segment
expense
 information regularly provided to the CODM consists only of TAC.
If so, please
 revise to state that the only significant segment expense provided to
the CODM is
 TAC. If not, tell us your consideration of the requirements of ASC
280-10-50-26A
 and 55-15A.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Aamira Chaudhry at 202-551-3389 or Amy Geddes at
202-551-3304
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 20, 2022
Megan Clarken
Chief Executive Officer
Criteo S.A.
32 Rue Blanche
Paris, France 75009
Re:Criteo S.A.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 001-36153
Dear Ms. Clarken:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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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;

              •

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

              •

              Describe the role of each of your regional managing directors;

              •

              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:

              •

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

              •

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

              •

              Chief Product Officer (“CPO”);

              •

              Chief Technology Officer (“CTO”);

              •

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

              •

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

              •

              Chief Marketing Officer (“CMO”);

              •

              Chief People Officer (“CPEO”); and

              •

              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:

              •

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

              •

              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;

              •

              Brendan McCarthy, CMO, oversees strategic marketing and communications;

              •

              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

CORRESP
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    VIA EDGAR

    December 9, 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:

    In your letter dated November 10, 2021 (the “Comment Letter”), you
      requested that Criteo S.A. (the “Company”) respond to your comments within ten business days or advise when it would provide a response. On November 19, 2021, the
      Company requested an extension to respond to the Comment Letter by December 10, 2021.

    As discussed by telephone between the Company’s counsel and the Staff of the Division of Corporation Finance (the “Staff”), the Company requests an additional ten business day extension, to December 27, 2021.  This request is being made in order to facilitate a further discussion between the Company and the
      Staff prior to submission and to take into account the Staff’s schedule for such discussion.

    Thank you for your consideration. Please do not hesitate to contact me if you have any questions.

            Sincerely,

            /s/ Ryan Damon

            Ryan Damon

            EVP, General Counsel & Corporate Secretary

            Criteo S.A.

          cc:

            Ryan J. Adams

    Skadden, Arps, Slate, Meagher & Flom LLP

            Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1.40.40.22.90

            SA au capital de 1 656 802 RCS,65 € - Paris 484 786 249 – APE 6202A

CORRESP
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    VIA EDGAR

    November 19, 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:

    In your letter dated November 10, 2021 (the “Comment Letter”), you requested that Criteo S.A. (the “Company”) respond to your comments within ten business days or advise when it would provide a response.

    As discussed by telephone, the Company requests a ten business day extension, to December 10, 2021, to respond to the Comment Letter. The extension is
      necessary to provide sufficient time for the Company’s preparation of responses.

    Thank you for your consideration.  Please do not hesitate to contact me if you have any questions.

            Sincerely,

            /s/ Ryan Damon

            Ryan Damon

            EVP, General Counsel & Corporate Secretary

            Criteo S.A.

          cc:

            Ryan J. Adams

    Skadden, Arps, Slate, Meagher & Flom LLP

            Criteo - 32 rue Blanche, 75009 Paris, France - Tél +33 (0)1.40.40.22.90

            SA au capital de 1 656 802 RCS,65 € - Paris 484 786 249 – APE 6202A

United States securities and exchange commission logo
November 10, 2021
Megan Clarken
Chief Executive Officer
Criteo S.A.
32 Rue Blanche
Paris, France 75009
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 Form 8-K filed November 3, 2021
Response Dated October 20, 2021
File No. 001-36153
Dear Ms. Clarken:
            We have reviewed your October 20, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2021 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

 FirstName LastNameMegan Clarken
 Comapany NameCriteo S.A.
 November 10, 2021 Page 2
 FirstName LastNameMegan Clarken
Criteo S.A.
November 10, 2021
Page 2
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.
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;
•Describe the role of your CODM and each of the individuals reporting to the CODM;
•Describe the role of each of your regional managing directors;
•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.
3.Additionally, describe the financial information reviewed by the CODM for the purpose
of allocating resources and assessing performance.  Tell us how frequently that
information is prepared and reviewed.  Also, describe the financial information reviewed
by your Board of Directors and how frequently that information is reviewed.
Form 10-Q for the Quarterly Period Ended September 30, 2021
Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region, page 46
4.We note your presentation of Revenue ex-TAC by solution as a non-GAAP financial
measure.  As this non-GAAP performance measure appears to be more akin to GAAP
gross profit by solution, please revise your disclosure to:

 FirstName LastNameMegan Clarken
 Comapany NameCriteo S.A.
 November 10, 2021 Page 3
 FirstName LastName
Megan Clarken
Criteo S.A.
November 10, 2021
Page 3
•Revise the title to reflect its nature;
•Reconcile this non-GAAP measure to GAAP gross profit by solution, its most
directly comparable GAAP financial measure, and present GAAP gross profit with
equal or greater prominence wherever Revenue ex-TAC by solution is disclosed; and
•Expand your disclosure on pages 31 and 47 to explain how management uses this
measure and why you believe it provides useful information to investors regarding
your liquidity or performance.

We refer you to Item 10(e)(1)(i) of Regulation S-K, footnote 27 of SEC Final Rule
Release No. 33-8176, and Question 102.10 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations. This comment also applies to your Item 2.02
Form 8-K for the fiscal quarter ended September 30, 2021.
            You may contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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    VIA EDGAR

    October 20, 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 June 30, 2021

    Filed August 4, 2021

    Item 2.02 on Form 8-K

    Filed August 4, 2021

    File No. 001-36153

    Ladies and Gentlemen:

    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 September 21, 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 non-GAAP performance measures Revenue ex-TAC on a consolidated basis and by region disclosed in this section and throughout your
              filing, and Revenue ex-TAC margin disclosed in your earnings release appear to be more akin to gross profit. Please:

          •

            Revise the titles of these non-GAAP measures to reflect their nature;

          •

            Reconcile Revenue ex-TAC to gross profit, which appears to be the most directly comparable GAAP financial measure on the consolidated
              and regional bases;

          •

            Disclose the most directly comparable GAAP measure with equal or greater prominence wherever the consolidated and regional Revenue
              ex-TAC non-GAAP measures are disclosed; and

          •

            Disclose the ratio or measure as calculated using the most directly comparable GAAP financial measure wherever Revenue ex-TAC margin is
              disclosed.

    We refer you to Item 10(e)(1)(i) of Regulation S-K, footnote 27 of SEC Final Rule Release No. 33-8176, and Question 102.10
      of the Division’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations. This comment also applies to your Form 10-Q and Item 2.02 Form 8-K for the fiscal quarter ended June 30, 2021.

    Description of Revenue ex-TAC

    The Company strives to ensure that its financial statements and disclosures are transparent and in compliance with applicable requirements,
      including Regulation G and Item 10(e) of Regulation S-K.  Historically, the Company has presented the non-GAAP measure Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC, because it is a key measure used by the Company’s management and
      board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding allocation of capital.  Moreover, Revenue ex-TAC has been used by other companies in the Company’s industry and is followed
      by analysts and investors as a key measure to evaluate the Company’s performance.  While the Company believes that its use of this measure has been consistent with both market practice and applicable regulations, the Company respectfully acknowledges
      the Staff’s comment and advises the Staff that in future filings it will revise the title of this non-GAAP measure to Contribution ex-TAC.  Similarly, the Company also will revise the title of Revenue ex-TAC margin to Contribution ex-TAC margin.

    Reconciliation

    The Company is a global technology company that operates in over 100 countries, and the Company accounts for many costs that are not allocated
      to any particular region.  For instance, a large portion of the Company’s other cost of revenue consists of data center costs, such as hosting costs and depreciation of servers.  Moreover, some of the Company’s data centers serve multiple geographic
      areas as well as general corporate operations.  Because other cost of revenue is not allocated by region it would be impracticable for the Company to calculate gross profit on a regional basis for the purpose of reconciling Contribution ex-TAC by
      region.  Accordingly, the Company does not intend to reconcile Contribution ex-TAC by region to gross profit by region.  However, the Company does intend to reconcile Contribution ex-TAC to gross profit on a consolidated level, and will also present
      Contribution ex-TAC by region in a table with consolidated other cost of revenue, reconciling to consolidated gross profit.  The Company continues to believe that Contribution ex-TAC by region is useful information to investors due to the global
      nature of the Company’s business.  In addition, the Company will no longer compare these measures to revenue, which the Company believes addresses the Staff’s comment.  An example of the Company’s proposed approach is provided in Annex A at the end
      of this letter for the Staff’s consideration.

      2

    Disclosure of Most Comparable GAAP Measure

    The Company also respectfully advises the Staff that in future filings it will continue to comply with Item 10(e) of Regulation S-K by
      disclosing the most directly comparable GAAP measure, gross profit, with equal or greater prominence wherever Contribution ex-TAC is disclosed on a consolidated basis.  As described above, however, it would be impracticable for the Company to present
      a comparable GAAP measure to Contribution ex-TAC by region.  However, the Company will refrain from comparing these measures to revenue.

    Margin Presentation

    Finally, the Company respectfully advises the Staff that in future filings it will disclose the most directly comparable GAAP ratio or measure
      to Contribution ex-TAC margin, gross profit margin, wherever Contribution ex-TAC margin is disclosed.

    The Company expects that it will revise the disclosures described above beginning with its annual report on Form 10-K for the fiscal year ended
      December 31, 2021.

    Thank you for your consideration.  Please do not hesitate to contact me if you have any questions.

            Sincerely,

          /s/ Ryan Damon

            Ryan Damon

            EVP, General Counsel & Corporate Secretary

            Criteo S.A.

          cc:

            Ryan J. Adams

    Skadden, Arps, Slate, Meagher & Flom LLP

      3

    Annex A

    Reconciliation of Contribution ex-TAC by Region to Gross Profit

            Three months ended

            Six months ended

             30 June

             30 June

            Region

            2021

            2020

            YoY Change

            2021

            2020

            YoY Change

            Revenue

            551,311

            437,614

            26.0

            %

            1,092,388

            940,990

            16.1

            %

            Americas

            221,227

            185,674

            19.1

            %

            425,127

            377,419

            12.6

            %

             EMEA

            209,303

            159,621

            31.1

            %

            421,399

            349,735

            20.5

            %

            Asia-Pacific

            120,781

            92,319

            30.8

            %

            245,862

            213,836

            15.0

            %

            Traffic Acquisition Costs

            (331,078

            )

            (257,698

            )

            28.5

            %

            (658,745

            )

            (555,062

            )

            18.7

            %

            Americas

            (134,332

            )

            (115,317

            )

            16.5

            %

            (261,960

            )

            (235,339

            )

            11.3

            %

             EMEA

            (124,747

            )

            (90,153

            )

            38.4

            %

            (251,395

            )

            (198,550

            )

            26.6

            %

            Asia-Pacific

            (71,999

            )

            (52,228

            )

            37.9

            %

            (145,390

            )

            (121,173

            )

            20.0

            %

            Contribution ex-TAC

            220,233

            179,916

            22.4

            %

            433,643

            385,928

            12.4

            %

            Americas

            86,894

            70,357

            23.5

            %

            163,167

            142,080

            14.8

            %

             EMEA

            84,556

            69,468

            21.7

            %

            170,004

            151,185

            12.4

            %

            Asia-Pacific

            48,783

            40,091

            21.7

            %

            100,472

            92,663

            8.4

            %

            Other Cost of revenue

            (37,364

            )

            (33,914

            )

            10.2

            %

            (72,076

            )

            (67,720

            )

            6.4

            %

            Gross Profit

            182,869

            146,002

            25.3

            %

            361,567

            318,208

            13.6

            %

United States securities and exchange commission logo
September 21, 2021
Megan Clarken
Chief Executive Officer
Criteo S.A.
32 Rue Blanche
Paris, France 75009
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 June 30, 2021
Filed August 4, 2021
Item 2.02 on Form 8-K
Filed August 4, 2021
File No. 001-36153
Dear Ms. Clarken:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.

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 non-GAAP performance measures Revenue ex-TAC on a consolidated basis and by
region disclosed in this section and throughout your filing, and Revenue ex-TAC margin
disclosed in your earnings release appear to be more akin to gross profit.  Please:
•Revise the titles of these non-GAAP measures to reflect their nature;
•Reconcile Revenue ex-TAC to gross profit, which appears to be the most directly
comparable GAAP financial measure on the consolidated and regional bases;

 FirstName LastNameMegan Clarken
 Comapany NameCriteo S.A.
 September 21, 2021 Page 2
 FirstName LastName
Megan Clarken
Criteo S.A.
September 21, 2021
Page 2
•Disclose the most directly comparable GAAP measure with equal or greater
prominence wherever the consolidated and regional Revenue ex-TAC non-GAAP
measures are disclosed; and
•Disclose the ratio or measure as calculated using the most directly comparable GAAP
financial measure wherever Revenue ex-TAC margin is disclosed.
We refer you to Item 10(e)(1)(i) of Regulation S-K, footnote 27 of SEC Final Rule
Release No. 33-8176, and Question 102.10 of the Division's Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.  This comment also applies to your
Form 10-Q and Item 2.02 Form 8-K for the fiscal quarter ended June 30, 2021.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 10, 2018
Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
Paris-France 75009
Re:Criteo S.A.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Filed August 2, 2018
File No. 001-36153
Dear Mr. Fouilland:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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Criteo S.A.

32 rue Blanche

75009 Paris, France

October 5, 2018

BY EDGAR – CORRESPONDENCE

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance, Office of Telecommunications

Re:  Criteo S.A.

Form 10-K for Fiscal Year Ended December 31, 2018

Filed March 1, 2018

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

Filed August 2, 2018

File No. 001-36153

Dear Messrs. Cascarano, Littlepage and Fischer and Ms. Krebs:

Criteo S.A. (the “Company”) is hereby responding to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated September 24, 2018 with respect to the above-referenced Form 10-K and Form 10-Q. For your convenience, the comment from the comment letter is repeated here, followed by the Company’s response and the paragraph numbering below corresponds to the numbering in the comment letter.

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

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

Results of Operations for the Periods Ended June 30, 2017 and 2018, page 36

1.  Please more fully discuss the “decline in revenue…negatively impacted by significant user coverage limitations, namely [by] Apple’s Intelligent Tracking Prevention (‘ITP’) feature.” In this regard, we note from your August 1, 2018 earnings call that your “simple workaround that would mitigate a large part of the issue” had failed and that you “had to absorb a much bigger revenue impact than we had originally anticipated.” We further note that this negative impact trend appears to have begun in the third quarter 2017 after Apple launched the ITP blocking feature in September of 2017. However, there appears to be no discussion of this trend in MD&A. To the extent that the loss of revenue is reasonably expected to materially impact consolidated results of operations, please tell us, and revise MD&A in future filings to address:

•

 the specific facts and circumstances surrounding this loss of business;

•

 the anticipated impact on net sales and earnings in fiscal 2018; and

•

 any measures you are taking to offset the related declines in net revenues.

1

Refer to Item 303(a)(3) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has disclosed in its Form 10-Q for the Fiscal Quarter Ended September 30, 2017 filed with Commission on November 8, 2017, both in the MD&A section on page 33 and in the Risk Factors section on page 47, the launch by Apple of an Intelligent Tracking Prevention feature, or ITP, as part of the new version of the Safari browser included in the release of iOS 11. The Company’s disclosure included a discussion of the resulting negative impact trend this ITP feature was expected to have on the Company’s business.

Following the release by Apple of iOS 11.2 in early December 2017, which included a new version of ITP that disabled the Company’s solution used to continue reaching Safari users, the Company updated its disclosure on ITP in a Form 8-K filed with the Commission on December 14, 2017.

The Company further discussed ITP in its Form 10-K for the Fiscal Year Ended December 31, 2017 filed with the Commission on March 1, 2018, both in the Risk Factors section on page 26 and in the MD&A section on page 80. As part of this discussion, the Company provided its estimate of ITP’s negative impact on the Company’s Revenue ex-TAC of less than $1 million and $25 million in the fiscal quarters ended September 30, 2017 and December 31, 2017 respectively.

As a direct consequence of ITP’s introduction, the Company has lost visibility into the Safari users that it can no longer reach, as a result of which it cannot directly measure ITP’s impact. The reason the Company was able to make the estimates of the negative impact of ITP on its Revenue ex-TAC in the fiscal quarters ended September 30, 2017 and December 31, 2017 was because little time had passed since the release of ITP, prior to which the Company had visibility into Safari users. By comparing data from before and after the release of ITP, the Company could reasonably estimate the quantitative negative impact of ITP on Revenue ex-TAC at that time, based on the knowledge of Safari users as they existed prior to the release of ITP and the assumption that other externalities affecting variability in Revenue ex-TAC could be isolated.

However, the Company could not disclose the quantitative impact of ITP for any period in 2018 because an accurate quantitative estimate is not reasonably available anymore to the Company, primarily due to the passage of time since ITP’s release, which is the last time that the Company had full visibility into Safari users. As noted above, the data the Company has on Safari users that is required to reasonably estimate the impact of ITP dates from September 2017 before the release of ITP; the Company no longer has information on the number of Safari users that it could have reached with its solution in the absence of ITP nor what the performance would be from these users if the Company did reach them, which are needed to reasonably estimate the financial impact of ITP.

Preparing an estimate of the impact of ITP for any period in 2018 would require making assumptions about Safari users and their behavior that are substantially less certain and more subjective than they were in the third and fourth fiscal quarters of 2017. Furthermore, in contrast to the fiscal quarter immediately following ITP’s release, in 2018 it would no longer be reasonable to assume that the Company could isolate and control for other externalities affecting variability in Revenue ex-TAC.

Therefore, the Company respectfully advises the Staff that it is unable to reasonably quantify the anticipated impact of ITP on Revenue ex-TAC and earnings in fiscal 2018. Nevertheless, the Company anticipates

2

to continue monitoring ITP and discussing it as a trend affecting the Company’s business as the iOS operating system is further updated or additional programs or features similar to ITP are launched.

The Company continues to adapt its solution to be less dependent on the decisions of any one browser manufacturer. In order to deliver value-added advertising to users who have expressed consent, the Company uses a variety of technologies, including hashed emails, log-in data, mobile application IDs and other data points, instead of relying simply on standard cookies. In addition, the impact of ITP on the Company’s Revenue and Revenue ex-TAC is offset by revenue growth driven by the addition of new clients across regions and client sizes, expansion of the Company’s business with existing clients through their increasing adoption of the Criteo Customer Acquisition and Criteo Audience Match products, growth of the Company’s presence in mobile applications, and more direct connections with publishers through Criteo Direct Bidder.

If the Staff has any additional questions or comments, kindly contact the Company’s Executive Vice President, General Counsel and Secretary, Ryan Damon, at + 33 (0) 1 75 87 41 66, or the undersigned at + 33 (0) 1 76 21 22 05.

 Sincerely,

By:

 /s/ Benoit Fouilland

Name:

 Benoit Fouilland

Title:

 Chief Financial Officer

3

September 24, 2018
Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
Paris-France 75009
Re:Criteo S.A.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Filed August 2, 2018
File No. 001-36153
Dear Mr. Fouilland:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended June 30, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Periods Ended June 30, 2017 and 2018, page 36
1.Please more fully discuss the “decline in revenue…negatively impacted by significant
user coverage limitations, namely [by] Apple’s Intelligent Tracking Prevention (‘ITP’)
feature.”  In this regard, we note from your August 1, 2018 earnings call that your “simple
workaround that would mitigate a large part of the issue” had failed and that you “had to
absorb a much bigger revenue impact than we had originally anticipated.”  We further
note that this negative impact trend appears to have begun in the third quarter 2017 after
Apple launched the ITP blocking feature in September of 2017.  However, there appears
to be no discussion of this trend in MD&A.  To the extent that the loss of revenue is

 FirstName LastNameBenoit  Fouilland
 Comapany NameCriteo S.A.
 September 24, 2018 Page 2
 FirstName LastName
Benoit  Fouilland
Criteo S.A.
September 24, 2018
Page 2
reasonably expected to materially impact consolidated results of operations, please tell us,
and revise MD&A in future filings to address:
•the specific facts and circumstances surrounding this loss of business;
•the anticipated impact on net sales and earnings in fiscal 2018; and
•any measures you are taking to offset the related declines in net revenues.
Refer to Item 303(a)(3) of Regulation S-K.

            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Attorney-
Advisor, at (202) 551-3415 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.

Sincerely,
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720

December 1 , 2016

Eric Eichmann
Chief Executive Officer
Criteo S.A.
32 rue Blanche
Paris, France 75009

Re: Criteo S.A.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Filed February 29, 2016
  File No. 001 -36153

Dear Mr. Eichmann:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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Criteo S.A.

32 rue Blanche

75009 Paris, France

November 28, 2016

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 10-K for Fiscal Year Ended December 31, 2015

Response dated November 3, 2016

Form 8-K filed November 2, 2016

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 November 14, 2016 with respect to the above-referenced Form 10-K 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 8-K filed November 2, 2016

Exhibit 99.1

Non-GAAP Financial Measures, page 3

Adjusted EBITDA and Operating Expenses, page 3

1.  We note that you present Non-GAAP Operating Expenses (Operating Expenses, excluding the impact of equity awards compensation expense, pension service costs, depreciation and amortization, acquisition-related costs and deferred price consideration). Please state why this measure is useful to investors and provide a reconciliation of your Non-GAAP Operating Expenses to Operating Expenses under GAAP.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that Non-GAAP Operating Expenses is a useful measure for investors, both as a standalone measure to understand our operating performance and as a key component in calculating Adjusted EBITDA.

The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. As this measure excludes certain expenses that are either non-recurring or non-cash, the Company believes Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, the Company believes that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

In future filings, the Company will disclose why Non-GAAP Operating Expenses is a useful measure to investors and will provide a reconciliation of Non-GAAP Operating Expenses to Operating Expenses under GAAP.

Free Cash Flow, page 4

Consolidated Statement of Cash Flows, page 8

2.  Please provide a separate schedule reconciling Free Cash Flow to cash from operating activities. It is not appropriate to present Free Cash Flow, a non-GAAP measure, on your Consolidated Statement of Cash Flows which is required to be prepared under GAAP.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings it will provide a separate schedule reconciling Free Cash Flow to cash from operating activities and will remove Free Cash Flow from its Consolidated Statement of Cash Flows.

If the Staff has any additional questions or comments, kindly contact the Company’s General Counsel, Nicole Kelsey, at +33 (0) 1 75 87 41 68, or the undersigned at + 33 (0) 1 76 21 22 05.

 Sincerely,

By:

 /s/ Benoit Fouilland

Name:

 Benoit Fouilland

Title:

 Chief Financial Officer

Mail Stop 3720

November 14, 2016

Eric Eichmann
Chief Executive Officer
Criteo S.A.
32 rue Blanche
Paris, France 75009

Re: Criteo S.A.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Response dated November 3, 2016
Form 8 -K filed November 2, 2016
  File No. 001 -36153

Dear Mr. Eichmann:

We have reviewed your November 3, 2016  response to our comment letter and have the
following comments.  Please comply with the following comments in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.  In some of our
comments, we may ask you to p rovide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 8 -K filed November 2, 2016
Exhibit   99.1

Non-GAAP Financial Measures, page 3
Adjusted EBITDA and Operating Expenses, page 3

1. We note that you present Non -GAAP Operating Expenses (Operating Expenses,
excluding the impact of equity awards compensation expense, pension service costs,
depreciation and amortization, acquisition -related cos ts and deferred price
consideration).   Please state why this measure is useful to investors and provide a

Eric Eichmann
Criteo S.A.
November 14 , 2016
Page 2

 reconciliation of your Non -GAAP Operating Expenses to Operating Expenses under
GAAP.

Free Cash Flow, page 4
Consolidated Statement of Cash Flows, pag e 8

2. Please provide a separate schedule reconciling Free Cash Flow to cash from operating
activities.   It is not appropriate to present Free Cash Flow, a non -GAAP measure, on your
Consolidated Statement of Cash Flows which is required to be prepared under GAAP.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant, at (202) 551 -3384 if you have questions regarding our
comment s on the financial statements and related matters.  Please contact K athleen Krebs,
Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

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Criteo S.A.

32 rue Blanche

75009 Paris, France

November 3, 2016

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 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

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 October 20, 2016 with respect to the above-referenced Form 10-K (the “Form 10-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 Fiscal Year Ended December 31, 2015

Note 17. Nature of Expenses Allocated to Cost of Revenue, page F-38

1.  We note your response to prior comment four. Specifically, you stated that none of your R&D employees are solely dedicated to revenue-generating activities and that the Technical Solutions Business Intelligence and Creative Services teams are not directly related to revenue generating activities. Please confirm to us that time spent (if any) by your R&D employees and Technical Solutions Business Intelligence and Creative Services teams that are attributable to revenue-generating activities, including customization of the Criteo Engine capabilities for certain clients, are not material.

The Company respectfully acknowledges the Staff’s comment. To clarify our response to prior comment four, none of our R&D employees’ time is dedicated to revenue-generating activities. Rather, our R&D employees devote their time almost exclusively to developing the Company’s standardized platform. There are rare occasions where the R&D employees spend time enhancing the Criteo Engine to solve technical issues that arise out of, or to implement features to respond to, a particular client’s needs; however, such enhancements are not a customization of the Criteo Engine but instead are implemented across the Company’s standardized platform and made available for the benefit of all clients. Any such enhancements are made available at no additional cost to any client.

In our response, we also stated that the Technical Solutions, Business Intelligence and Creative Services teams are “not directly related” to revenue-generating activities because of the nature of activities they perform. These teams, which are part of the Sales and Operations organization, support the commercial team in providing advanced knowledge of the Company’s global solution, preparing technical performance reports and analyzing technical issues of the Company’s standardized platform and operating the creative component of the Company’s standardized platform with no additional customization for, or charge to, any client.

Based upon the foregoing, the time spent of our R&D, Technical Solutions, Business Intelligence and Creative Services teams that could be considered as attributable to revenue-generating activities is not material.

If the Staff has any additional questions or comments, kindly contact the Company’s General Counsel, Nicole Kelsey, at +33 (0) 1 75 87 41 68, or the undersigned at + 33 (0) 1 76 21 22 05.

 Sincerely,

By:

 /s/ Benoit Fouilland

Name:

 Benoit Fouilland

Title:

 Chief Financial Officer

Mail Stop 3720

October 20 , 2016

Eric Eichmann
Chief Executive Officer
Criteo S.A.
32 rue Blanche
Paris, France 75009

Re: Criteo S.A.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Filed February 29, 2016
  File No. 001 -36153

Dear Mr. Eichmann:

We have reviewed your filing  and have the following comment .  Please comply with th is
comment in future filings.  Confirm in wr iting that you will do so.  In our comment , we may ask
you to provide us with information so we may better understand your disclosure.

Please respond to th is comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

 After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments  are to comments in our letter dated
September 7, 2016.

Form 10 -K for Fiscal Year Ended December 31, 2015

Note 17. Nature of Expenses Allocated to Cost of Revenue, page F -38

1. We note your response to prior comment four.  Specifically, you stated that none of your
R&D employees are “solely” dedicated to revenue -generating activities and that the
Technical Solutions Business Intelligence and Creative Services teams are “not directly
related” to revenue generating activities.  Please confirm to us that ti me spent (if any) by
your R&D employees and Technical Solutions Business Intelligence and Creative
Services teams that are attributable to revenue -generating activities, including
customization of the Criteo Engine capabilities for certain clients, are not  material.

Eric Eichmann
Criteo S.A.
October 20 , 2016
Page 2

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Kathryn Jacobson, Senior St aff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant, at (202) 551 -3384 if you have questions regarding our
comment on the financial statements and related matters.  Please contact Lahdan Rahmati, Law
Clerk, at (202) 551 -8199, or Kath leen Krebs, Special Counsel, at (202) 551 -3350, or me at (202)
551-3810 with any other questions.

Sincerely,

/s/ Celeste M. Mur phy for

Larry Spirgel
Assistant Director

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Criteo S.A.

32 rue Blanche

75009 Paris, France

October 4, 2016

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 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Filed August 5, 2016

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 September 7, 2016 with respect to the above-referenced Form 10-K (the “Form 10-K”) and Form 10-Q (the “Form 10-Q”). 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 Fiscal Year Ended December 31, 2015

Business

Our Clients, page 13

1.  We note that you count specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with you. Please clarify whether your business is dependent upon a group of affiliated customers constituting an aggregate amount equal to 10 percent or more of your consolidated revenues. Please refer to Item 101(c)(1)(vii) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that there is no group of customers under common control or customers that are affiliates of each other constituting an aggregate amount equal to 10 percent or more of the Company's consolidated revenues, the loss of which would have a material adverse effect on the Company and its subsidiaries taken as a whole, as per Item 101(c)(1)(vii) of Regulation S-K.

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

Overview, page 65

2.  We note that you changed your method to measure your clients’ sales and your clients’ post-click sales in 2015. Please discuss the reasons for and timing of the change in how you calculate these metrics. Explain how the changes have resulted in fewer client sales and post-click sales under the new method versus the prior method.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the reason and timing for the change in the Company’s method of measurement was tied to the evolution of the Criteo Engine. The Company has refined the key optimization metrics for the Criteo Engine over time. In 2014, the Company rolled out changes for the Criteo Engine to optimize on conversion rates as opposed to click through rates only. Then, over the course of 2015, the Company started focusing increasingly on clients’ cost of sales as a key optimization metric for the Criteo Engine. The Company made this change to better align performance of the Criteo Engine with the ultimate objective of our clients, which is to optimize their cost of sales for the products for which they have engaged the Company to generate clicks.

The Company’s change in method to measure both clients’ sales and post-click sales in 2015 corresponded to this increasing focus on clients’ cost of sales. The Company’s measurements of client sales and post-click sales are based on data collected regarding purchases made by a certain portion of all visitors to clients’ digital properties. Under the new measurement method, data on purchases made by visitors is collected based on a range of clients’ cost of sales while previously data was collected based on a range of average order value. Under the new measurement method, the Company is taking a more conservative approach to the definition of the population of visitors to its clients’ digital properties and, as a result, the measurements of client sales and post-click sales are based on data collected from a smaller population of visitors than under the prior method. As a result, clients’ sales and post-click sales are lower under the new, stricter method of measurement than under the prior method.

Since the Company was reporting as a foreign private issuer during 2015 and not subject to quarterly reporting on Form 10-Q, it decided to present the measurements using this new methodology for the first time in its next required periodic report, which was its first Annual Report on Form 10-K for the year ended December 31, 2015.

3. We note your discussions throughout various earnings calls that you are making progress in the export business in China and that your data center in Shanghai is fully operational. We further note disclosure in your compensation discussion and analysis that the board of directors considered the strong momentum in the company’s Chinese export business when assessing whether the company achieved its functional goals for purposes of the executive bonus plan. Please consider enhancing your MD&A to provide investors with updates on the progress of your export and domestic business in China. Please also consider expanding risk factor disclosure regarding operational and regulatory challenges related to your expansion into China.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company's operations in China are not currently material to the Company's business. For the year ended December 31, 2015 and the six months ended June 30, 2016, China represented 1.5% and 2.8%, respectively, of the Company's consolidated revenue, including revenue generated from the Company’s export and domestic business. Notwithstanding the above, the Company believes that the Chinese market represents a meaningful opportunity for the Company and, as a result, expanding operations in China in the long-term remains a top priority for the Company.

Management reviews the Company's Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and risk factor disclosure on an ongoing basis. We believe our existing risk factors currently cover the relevant risks related to our operations in China. We will continue to monitor trends

related to our operations in China and will update accordingly statements made in our MD&A and the corresponding information that we convey orally on our earnings calls should the Company’s operations in China become material to its business.

Note 17. Nature of Expenses Allocated to Cost of Revenue, page F-38

4.  We note on page 68 that salaries, bonuses, share-based compensation, pension benefits and other personnel-related costs accounted for a significant portion of your operating expenses. We further note in your disclosure on page 6 that you have over 700 professionals dedicated to operating and constantly enhancing your technology platform. However, as indicated on page F-38, cost of revenue does not include the costs of such personnel, nor their efforts towards customized client solutions, but only the costs of the data center equipment and hosting services infrastructure that they operate. Please tell us why such personnel costs incurred to generate revenue are not included in cost of revenue.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the 700 professionals disclosed on page 6 of the Form 10-K refers to employees in various departments of the Company. As of December 31, 2015, this figure of 700 professionals included the Company’s entire Research and Development department, which was comprised of approximately 400 employees, as well as the Technical Solutions, Business Intelligence and Creative Services teams which belong to the Company’s Sales and Operations department and are reported as such in the Form 10-K.

The Company takes a multidisciplinary approach to its Research and Development function whereby its employees are focused holistically on continuously enhancing the Company’s technology and improving the performance of the standardized solution it delivers (versus customized solutions delivered on a client-by-client basis). The organization of the Research and Development department is centralized, with none of its employees solely dedicated to revenue-generating activities. As a result, the Company has decided to fully allocate the costs of such personnel to “Research and Development expenses,” as opposed to “Other cost of revenue,” as this more appropriately reflects our internal organization and resource allocation as well as the nature of those costs.

The Technical Solutions, Business Intelligence and Creative Services teams, which also contribute to continuously improving the performance of the Company’s standardized solution, are not directly dedicated to revenue-generating activities but support the sales and account management efforts across the Company's various geographic regions. As a result, the costs of such personnel are fully allocated to “Sales and operations expenses,” as opposed to “Other cost of revenue.”

In addition, the Company advises the Staff that it does not build and operate its own data centers. Rather, the Company relies on third parties to provide hosting and managed services, as well as to manage the Company’s physical equipment located in such data centers. Accordingly, the Company does not have personnel dedicated to the daily operations of hosting infrastructure and data center physical equipment.

The Company advises the Staff that it will clarify its disclosure in this respect in its periodic reports going forward, in particular to: (i) remove the reference to the 700 professionals, as such reference may create confusion regarding the role of such employees, and (ii) include additional disclosure under the heading “Cost of Revenue” in the “Operating Results” section of its MD&A to clarify that none of its Research and Development employees are solely dedicated to revenue-generating activities and that the Company does not build or operate its own data centers.

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Revenue, pages 29 and 30

5.  During your first quarter earnings call, you attributed a significant portion of your revenue growth to your in-app mobile business and dynamic product ads, much of it driven by Facebook. Considering that in late May Facebook announced that it was shuttering its FBX ad exchange, on which you deliver targeted e-commerce ads for your clients, tell us and disclose how this will impact your future revenue growth. In this

regard, we note that you reiterated your financial outlook for fiscal year 2016 as provided on February 10, 2016 during your second quarter earnings call.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company was not surprised by Facebook’s announcement regarding the closure of the Facebook Exchange in late May 2016, given that the Facebook Exchange only works in a desktop environment and mobile now represents over 80% of Facebook’s advertising revenue. The Company took the potential closure and resulting declining revenue from this inventory source into account when setting and communicating its financial outlook for fiscal year 2016 on February 10, 2016. For the three months ended June 30, 2016, Facebook overall, including the Facebook Exchange and dynamic ads, represented a mid-single digit share of the Company’s consolidated revenue, with the Facebook Exchange representing less than 20% of that overall Facebook share of the Company’s business. When the Company reiterated its financial outlook for fiscal year 2016 on August 2, 2016, it had taken the closure of the Facebook Exchange into account.

Please be advised that the Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filing with the Commission; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any additional questions or comments, kindly contact the Company’s General Counsel, Nicole Kelsey, at +33 (0) 1 75 87 41 68, or the undersigned at + 33 (0) 1 76 21 22 05.

 Sincerely,

By:

 /s/ Benoit Fouilland

Name:

 Benoit Fouilland

Title:

 Chief Financial Officer

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Criteo S.A.

32 rue Blanche

75009 Paris, France

September 13, 2016

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 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Filed August 5, 2016

File No. 001-36153

Dear Mr.  Spirgel:

We acknowledge receipt of the Staff's letter to Criteo S.A., dated September 7, 2016, with respect to the above-referenced filings.  Pursuant to your telephone conversation with Ryan Dzierniejko, counsel at Skadden, Arps, Slate, Meagher & Flom, LLP, this letter is to confirm Criteo's request for an extension to respond to the Staff’s letter and the Staff's grant of such an extension to October 5, 2016.

Should the Staff require further information or have any questions, please contact Criteo's General Counsel, Nicole Kelsey, at +33 (0) 1 75 87 41 68, or the undersigned at + 33 (0) 1 76 21 22 05.  Thank you for your consideration.

Very truly yours,

/s/ Benoit Fouilland

Benoit Fouilland

Chief Financial Officer

Criteo S.A.

Mail Stop 3720

September 7, 2016

Eric Eichmann
Chief Executive Officer
Criteo S.A.
32 rue Blanche
Paris, France 75009

Re: Criteo S.A.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Filed February 29, 2016
Form 10 -Q for Fiscal  Quarter Ended June 30, 2016
Filed August 5, 2016
  File No. 001 -36153

Dear Mr. Eichmann:

We have reviewed your filings and have the following comments.  Please comply with
these comments in future filings.  Confirm in writing that you will do so.  In some of our
comments, we may ask you to provide us with information so we may better understan d your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please t ell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Business

Our Clients, page 13

1.  We note that you count specific brands or divisions wi thin the same business as  distinct
clients so long as those entities have separately signed insertion orders with  you.  Please
clarify whether your business is dependent upon a group of affiliated  customers
constituting an aggregate amount equal to 10 perc ent or more of your  consolidate d
revenues.  Please refer to Item 101(c)(1)(vii) of Regulation S -K.

Eric Eichmann
Criteo S.A.
September 7 , 2016
Page 2

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

Overview, page 65

2.  We note that you changed your method to measure your clients’ sales and your  clients’
post-click sales in 2015.  Please discuss the reasons for and timing of the  change in ho w
you calculate these metrics.  Explain how the changes have resulted in  fewer client sales
and post -click sales under the  new method versus the prior method.

3.  We note your discussions throughout various earnings calls that you are making  progress
in the export business in China and that your data center in Shanghai is fully  operational.
We further note disclosure in you r compensation discussion and analysis  that the board of
directors considered the strong momentum in the company’s  Chinese export business
when assessing whether the company achieved its functional  goals for purpose s of the
executive bonus plan.  Please co nsider enhancing your  MD&A to provide investors with
updates on the progress of your export and  domestic business in China.  Please also
consider expanding risk factor disclosure  regarding operational and regulatory challenges
related to your expansion into China.

Note 17. Nature of Expenses Allocated to Cost of Revenue, page F -38

4. We note on page 68 that salaries, bonuses, share -based compensation, pension benefits
and other personnel -related costs accounted for a significant portion of your operating
expenses.  We further note in your disclosure on page 6 that you have over 700
professionals dedicated to operating and constantly enhan cing your technology platform.
However, as indicated on page F -38, cost of revenue does not include the costs of such
personnel, nor their efforts towards customized client solutions, but only the costs of the
data center equipment and hosting services infrastructure that they operate.  Please tell us
why such personnel costs incurred to generate revenue are not included i n cost of
revenue.

Form 10 -Q for Fiscal Quarter Ended June 30, 2016

Revenue, pages 29 and 30

5. During your first quarter earnings call, you attributed a significant portion of your
revenue growth to your in -app mobile business and dynamic product ads, much of it
driven by Facebook.  Considering that in late May Facebook announced that it was
shuttering its FBX ad exchange, on which you deliver targeted e -commerce ads for your
clients, tell us and disclose how this will impa ct your future revenue growth.  In this
regard, we note that you reiterated your financial outlook for fiscal year 2016 as provided
on February 10, 2016 during your second quarter earnings call.

Eric Eichmann
Criteo S.A.
September 7 , 2016
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they  are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant, at (202) 551 -3384 if you have questi ons regarding our
comment s on the financial statements and related matters.  Please contact Lahdan Rahmati, Law
Clerk, at (202) 551 -8199, or Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202)
551-3810 with any other questions.

Sincerely,

/s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Of fice 11 – Telecommunications

a

March 9, 2015

Via E -mail
Mr. Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
75009 Paris, France

Re: Criteo S.A.
Form 20-F for the Year Ended  December 31, 2013
Filed March 6 , 2014
  File No. 001-36153

Dear Mr. Fouilland :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

cc: Via E -Mail
Nicole Kelsey
Criteo S.A.

Nicole Brookshire
Cooley LLP

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Correspondence

 Criteo S.A.

32 rue Blanche

 75009 Paris, France

 February 13, 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 January 30, 2015 with respect to the above-referenced Form 20-F (the “Form 20-F”). 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.

Revenue, page 72

    1.
We note your response to comment 4. Please tell us whether key performance indicators reviewed by management include clicks and conversion and related metrics for mobile. If so, please explain to us whether such data
would be helpful in your investors’ understanding of material trends affecting your business growth and the effectiveness of your mobile solutions. In this regard, we note from your website at http://www.criteo.com/what-we-do/products/ that
“with more than 34% of retail commerce sales from mobile devices*, marketers need to drive clicks and conversions via mobile and tablets. Criteo’s next generation mobile banners can help reach those mobile users through mobile websites or
mobile apps.”

 The Company respectfully acknowledges the Staff’s comment and advises the Staff that clicks,
conversion and related metrics for mobile are not separately reported to, and do not constitute key performance indicators reviewed by, the Company’s management.

 Cost of Revenue, page 72

    2.
We note your response to comment 5. We understand that revenue ex-TAC is a key measure of your business activity. However, such presentation should not be given more prominence than the results of your operations
measured from a GAAP perspective as reported in your financial statements. If you know of events that caused or will cause a material change in the relationship between costs and revenues, the change in the relationship should be disclosed. Refer to
Items 10 and 303(a)(3) (ii) of Regulation S-K.

 The Company respectfully acknowledges the Staff’s comment and
advises the Staff that, as discussed between the Staff and the Company’s counsel, it will reduce the prominence of the Revenue, Traffic Acquisition Costs and Revenue Ex-TAC by Region discussion currently reflected on page 71 of the
Company’s Form 20-F by moving the disclosure to after the discussion of the year over year financial results and prior to the constant currency reconciliation in future filings. In addition, the Company will include the following statement of
utility regarding this non-IFRS disclosure in accordance with the requirements of Regulation G:

 “We define Revenue ex-TAC as our
revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with IFRS. We have included
Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region in this Annual Report on Form 20-F because they are key measures used by our management and board of directors. In particular, we believe that the elimination of TAC
from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region
provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue
ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under IFRS. Some of these limitations are: (a) other companies, including
companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but
define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a
comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other IFRS-based financial performance measures, such as revenue and
our other IFRS financial results. The above table also provides a reconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with IFRS.”

 2

 The Company also acknowledges its obligations under Items 10 and 303(a)(3)(ii) of Regulation S-K
and Regulation G.

 Note 3 – Principles and Accounting Methods

Revenue Recognition, page F-16

    3.
We note your response to comment 6. In your response, you addressed only the Criteo Engine offering. We understand from your website at www.criteo.com/what-we-do/technology/ and from various press accounts that you
also offer the Criteo Performance Optimization Platform (CPOP). Per your description of this product in a 2010 press release, “Criteo Performance Optimization Platform provides display advertisers and agencies the ability to define their
retargeting campaign cost-per-click (CPC), down to the category level. The platform’s industry-first self-service CPC bidding capabilities drive unprecedented ROI via a real-time bidding interface and product-specific granularity.” Citing
the guidance in IAS 18 including paragraph 21 of the IAS 18 Illustrative Examples, please tell us how you recognize revenues from the Criteo Performance Optimization Platform. In addition, please tell us the total CPOP revenues for 2013, 2012 and
2011.

 The Company respectfully acknowledges the Staff’s comment and advises the Staff that it does not recognize
revenue from the Criteo Performance Optimization Platform (“CPOP”). The Company has one single integrated service offering, of which the CPOP platform forms a part as a campaign monitoring tool for clients. This platform is entirely
embedded in the Company’s integrated service offering to its customers and does not generate revenue on a standalone basis.

 As
indicated in the Company’s previous correspondence with the Staff, the Company’s solution comprises a full spectrum of services encompassing the integration of our advertiser client’s website or mobile applications, a unified
dashboard to manage campaigns, the tracking of users, the real-time buying of impressions on publisher’s 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 advertisement and the provision of analytics to clients. The unified dashboard to manage campaigns refers to CPOP, which is a user interface that gives clients visibility on key campaign
metrics, such as cost per click (“CPC”), impressions served, effective cost per thousand impressions (“eCPM”), post-click sales and post-view sales. While CPOP provides the client with detailed visibility as to campaign
performance, the only modifications clients are able to make through the platform are the specification of product categories and the modification of its CPCs at the category level. Clients are not able to execute or materially modify campaigns
through the CPOP interface. The Company will clarify its disclosure in accordance with the foregoing in its Form 20-F for the period ending December 31, 2014.

 3

 Operating Segments, page F-17

    4.
Please revise to include entity-wide disclosures about your products and services. Refer to paragraph 32 of IFRS 8. Please provide us with the proposed disclosures.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has one integrated service offering that
generates revenue and is sold to its clients similarly across its different markets. The Company’s offering cannot be broken down into separate products or services that clients could purchase on an individual basis from the Company. As a
result, the Company has concluded that there is no requirement to further breakdown revenue by product pursuant to paragraph 32 of IFRS 8.

Please be advised that the Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the
disclosure in its filing with the Commission; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filing; and (iii) the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any additional questions or comments, kindly contact the Company’s General Counsel, Nicole Kelsey, at +33 (0) 1 75
87 41 68, or the undersigned at + 33 (0) 1 76 21 22 05.

 4

Sincerely,

 /s/ Benoit Fouilland

Benoit Fouilland

Chief Financial Officer

 5

January 30, 2015

Via E -mail
Mr. Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
75009 Paris, France

Re: Criteo S.A.
Form 20-F for the Year Ended  December 31, 2013
Filed March 6 , 2014
Response dated January 6, 2015
  File No. 001-36153

Dear Mr. Fouilland :

 We have  reviewed your response letter and have the following comments.  As noted in
our letter dated December 5, 2014 , we have  limited our review to only your financial statements
and related disclosures and do not intend to expand our review to other portions of your
documents.  Please comply with the following comments in future filings.  Confirm in writing
that you will do so and explain to us how you intend to comply.   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 within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, w e may
have  additional comments.

Revenue, page 72

1. We note your response to comment 4.   Please tell us whether key performance indicators
reviewed by management include clicks and conversion and related metrics for mobile.
If so, please explain to us wheth er such data would be helpful in your investors’
understanding of material trends affecting your business growth and the effectiveness of
your mobile solutions.  In this regard, we note from your website at
http://www.criteo.com/what -we-do/products/  that “with more than 34% of retail
commerce sales from mobile devices*, marketers need to drive clicks and conversions
via mobile and tablets.  Criteo’s next generation mobile banners can help reach thos e
mobile users through mobile websites or mobile apps.”

Mr. Benoit Fouilland
Criteo S.A.
January 30, 2015
Page 2

Cost of  Revenue, page 72

2. We note your response to comment 5.  We understand that revenue ex -TAC is a key
measure of your business activity.  However, such presentation should not be given more
prominence than the results of your operations measured from a GAAP perspective as
reported in your financial statements.  If you know of events that caused or will cause a
material change in the relationship between costs and revenues, the change in the
relationship should be disclosed.  Refer to Items 10 and 303(a)(3) (ii) of Regulation S -K.

Note 3 - Principles and Accounting Methods

Revenue Recognition, page F -16

3. We note your response to comment 6.  In your response, you addressed only the Criteo
Engine offering.  We understand from your website at www.criteo.com/what -we-
do/technology/  and from various press accounts that you also offer the Criteo
Performance Optimization Platform (CPOP) .  Per your description of this product in a
2010 press release, “Criteo Performance Optimization Platform provides display
advertisers and agencies the ability to define their retargeting campaign cost -per-click
(CPC), down to the category level. The plat form's industry -first self -service  CPC bidding
capabilities drive unprecedented ROI via a real -time bidding interface and product -
specific granularity.”  Citing the guidance in IAS 18 including paragraph 21 of the IAS
18 Illustrative Examples, please tell us how you recognize revenues from the Criteo
Performance Optimization Platform.  In addition, please tell us the total CPOP revenues
for 2013, 2012 and 2011.

Operating Segments, page F -17

4. Please revise to include entity -wide disclosures about your prod ucts and services.  Refer
to paragraph 32 of IFRS 8.  Please provide us with the proposed disclosures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the inform ation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclo sure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Benoit Fouilland
Criteo S.A.
January 30, 2015
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal s ecurities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202)  551-3365  or Dean
Suehiro , Senior Staff Accountant , at (202) 551 -3384  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

cc: Via E -Mail
Nicole Kelsey
Criteo S.A.

Nicole Brookshire
Cooley LLP

CORRESP
1
filename1.htm

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.

 U.S. Securities and Exchange Commission

January 6, 2014

 Page 2

 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.

 U.S. Securities and Exchange Commission

January 6, 2014

 Page 3

 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.

 U.S. Securities and Exchange Commission

January 6, 2014

 Page 4

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

 U.S. Securities and Exchange Commission

January 6, 2014

 Page 5

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

 U.S. Securities and Exchange Commission

January 6, 2014

 Page 6

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

December 5, 2014

Via E -mail
Mr. Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
75009 Paris, France

Re: Criteo S.A.
Form 20-F for the Year Ended  December 31, 2013
Filed March 6 , 2014
  File No. 001-36153

Dear Mr. Fouilland :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information s o we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your fac ts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

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.

Results of Operations

Revenue, 2013 Compared to 2012, page 72

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

Mr. Benoit Fouilland
Criteo  S.A.
December 5 , 2014
Page 2

 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.

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.

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.

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 d eliverable(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 und er 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 sho rt 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 pu rchase a defined volume of impressions to
the extent that a pre -determined  click through rate is reached as disclosed on page 62.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Benoit Fouilland
Criteo  S.A.
December 5 , 2014
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202)  551-3365  or Dean
Suehiro , Senior Staff Accountant , at (202) 551 -3384  if you have questions regarding comments
on the fin ancial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

cc: Via E -Mail
Nicole Kelsey
Criteo S.A.

Nicole Brookshire
Cooley LLP

CORRESP
1
filename1.htm

CORRESPONDENCE

 CRITEO S.A.

32 rue Blanche

 75009 Paris, France

 VIA EDGAR

October 25, 2013

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Larry Spirgel

 Celeste M. Murphy

 Kate Beukenkamp

Ivette Leon

 Joseph Kempf

Re:
Criteo S.A.

 Registration Statement on Form F-1 (File No. 333-191223)

Ladies and Gentlemen:

 Criteo S.A. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on
October 29, 2013 at 3:00 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant hereby authorizes each of Kenneth L. Guernsey and Nicole Brookshire, both of whom are attorneys with our legal counsel, Cooley LLP, to orally
modify or withdraw this request for acceleration. The Registrant also hereby requests a copy of the written order verifying the effective date.

 In
connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CRITEO S.A.

By:

 /s/ Jean-Baptiste Rudelle

     Jean-Baptiste Rudelle

     Chief Executive Officer

 October 25, 2013

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Criteo S.A.

 Registration Statement on Form F-1

Registration No. 333-191223

 Ladies and
Gentlemen:

 Pursuant to Rule 460 of the Securities Act of 1933, as amended (the “Securities Act”), and in connection with the above-captioned
Registration Statement, we, as representatives of the several participating underwriters, wish to advise that between October 10, 2013 and the date hereof 6,116 copies of the Preliminary Prospectus dated October 10, 2013 related to
the offering of American Depositary Shares representing ordinary shares were distributed as follows: 3,655 to prospective underwriters; 409 to institutional investors; 0 to prospective dealers; 2,052 to individuals; 0 to rating agencies and 0 to
others.

 We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934.

 In accordance with Rule 461 of the Securities Act, we hereby join in the request of the registrant that the effectiveness of the
above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m. on October 29, 2013 or as soon thereafter as practicable.

[Signature pages follow]

Very truly yours,

J.P. MORGAN SECURITIES LLC

As Representative of the

Participating Underwriters

By:

 /s/ Richard Sesny

Name:

Richard Sesny

Title:

Vice President

Very truly yours,

DEUTSCHE BANK SECURITIES INC.

As Representative of the

Participating Underwriters

By:

 /s/ John Reed

Name:

John Reed

Title:

Director

By:

 /s/ Jason Eisenhauer

Name:

Jason Eisenhauer

Title:

Director

Very truly yours,

JEFFERIES LLC

As Representative of the

Participating Underwriters

By:

 /s/ David M. Mastrangelo

Name:

David M. Mastrangelo

Title:

Managing Director

October 18, 2013

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

Re: Criteo S.A.
Amendment No. 2 to Registration Statement on Form F-1
Filed October 10, 2013
File No. 333 -191223

Dear Mr. Wensel :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 your
response.

After reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

French Tax Consequences, page 205

1. Please remove the statement indicating that this disclosure “is intended only as a general
summary” and disclose that it is counsel’s opinion.  Also, in the disclosure that appears
on page 206, remove the disclaimer indicating that the disclosure “does not constitute a
legal opinion or tax advice.”

Exhibit  5.1

2. Please revise t o include an opinion indicating whether the ordinary shares will, when
sold, be non -assessable.

Paul Wensel
Criteo S.A.
October 18 , 2013
Page 2

 Exhibit 8.1

3. Revise the assumption indicating that “all parties had the power, corporate or other, to
enter into and perform all obligations thereunder” to l imit the assumption to parties other
than the registrant.  In the next to last paragraph, please state that the disclosure of the
French tax consequences is counsel’s opinion instead of indicating that the disclosure
“present[s] fair summaries of the mater ial French tax consequences.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules  require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you reque st acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, i t does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full respon sibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

Paul Wensel
Criteo S.A.
October 18 , 2013
Page 3

 You may contact Joseph Kempf, Senior Staff Accountant , at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane Levy, Esq.
 Cooley LLP

CORRESP
1
filename1.htm

Correspondence Letter

Nicole C. Brookshire

T: +1 617 937 2357

VIA EDGAR

nbrookshire@cooley.com

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].” THE OMITTED PORTIONS ARE
BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION.

 October 8, 2013

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Larry Spirgel

 Celeste M. Murphy

Kate Beukenkamp

 Ivette Leon

Joseph Kempf

Re:
  Criteo S.A.

 Amendment No. 1 to Registration Statement on Form
F-1

 Filed October 2, 2013

File No. 333-191223

 Ladies and
Gentlemen:

 On behalf of Criteo S.A. (the “Company”), we respectfully acknowledge receipt of the comment (the
“Comment”) orally transmitted by Joseph Kempf, Senior Staff Accountant, at the U.S. Securities and Exchange Commission (the “Commission”) on October 8, 2013 in respect of Amendment No. 1 (the
“Amendment”) to the Registration Statement on Form F-1 (the “Registration Statement”).

 Because of the
commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. This Company has filed a separate letter with the Office of
Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have
supplementally provided a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for
which the Company is requesting confidential treatment.

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 CONFIDENTIAL TREATMENT REQUESTED BY CRITEO S.A.

 October 8, 2013

 Page Two

 Set forth below are the Company’s response to the Comment, our transcription of which we have
incorporated into this response letter for your convenience.

 Critical Accounting Policies – Share Based Compensation – pages 98 and 99

 We note your catalog of factors contributing to your estimate of fair value of ordinary shares underlying share based compensation
beginning on page 99. With a view to improved disclosure, describe for us the factors contributing to significant changes in the fair values of the underlying ordinary shares during the periods described on page 98 through to the IPO pricing date.
Please include in your disclosures significant intervening events and how those events relate to changes in the assumptions described on pages 99 to 105.

Response:

 In response to the
Staff’s comment, the Company intends to disclose the following conclusion in a pre-effective amendment to the Registration Statement:

 In October
2013, we determined the estimated initial public offering price per share to be between $[*] and $[*] per share. The assumptions supporting the estimated initial public offering price range represented management’s best estimates and
discussions between us and the underwriters, and involved complex and subjective judgments. In particular, the estimated price range took into account the recent performance and public valuation of similar companies. This included a review of the
offering price and recent aftermarket performance of companies that completed initial public offerings in 2013, including a few companies that had not completed their initial public offerings at the time of our September 2013 grants. The estimated
price range was also affected by, among other things, the size of this offering and the continuing significant volatility in the financial markets. The estimated initial public offering price range reflected our discussions with the underwriters and
the factors above and was not determined using the methodology used by management and the third party valuation firm to value our stock as of July 2013. Because the price range was determined through discussions with the underwriters and was not
determined using the methodology that management and the third party valuation firm used to value our stock in September 2013, we are not able to quantify the amount that any particular factor contributed to the determination of the estimated price
range.

 Please fax any additional comment letters concerning the Amendment to (617) 937-2400 and direct any questions or comments concerning the
Amendment or this response letter to the undersigned Nicole Brookshire at (617) 937-2357.

 Very truly yours,

/s/ Nicole Brookshire

 Nicole C. Brookshire

CC:
Benoit Fouilland

 Paul Wensel

Paul Huie

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

CORRESP
1
filename1.htm

SEC Letter

 Nicole C. Brookshire

 T: +1 617 937 2357

nbrookshire@cooley.com

VIA EDGAR

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].” THE OMITTED PORTIONS ARE
BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION.

 October 1, 2013

United States Securities and Exchange Commission

 110 F Street,
N.E.

 Washington, D.C. 20549

 Attention:

Larry Spirgel

Celeste M. Murphy

Ivette Leon

Joseph Kempf

Kate Beukenkamp

RE:
Criteo S.A.

Registration Statement on Form F-1

Filed September 18, 2013

CIK No. 0001576427

File No. 333-191223

 Ladies and Gentlemen:

On behalf of Criteo S.A. (the “Company”) and in connection with the Company’s Registration Statement on Form F-1 (File No.
333-191223), originally confidentially submitted with the Securities and Exchange Commission (the “Commission”) on May 30, 2013 and originally filed by the Company with the Commission on September 18, 2013 (the
“Registration Statement”), we submit this supplemental letter to the staff (the “Staff”) with respect to the Company’s preliminary estimate of the price range for its initial public offering.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter. This Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have supplementally provided a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as
well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

CONFIDENTIAL TREATMENT REQUESTED BY CRITEO S.A.

 October 1, 2013

 Page Two

 The Company advises the Staff that the Company currently estimates a preliminary
price range of $[*] — $[*] per share for its initial public offering (the “Preliminary Price Range”). The lead underwriters on the proposed initial public offering first communicated their estimated
Preliminary Price Range to the Company on September 27, 2013. The Preliminary Price Range has been determined based, in part, upon current market conditions and input received from the lead underwriters, including discussions that took place on
September 27, 2013 between senior management of the Company and representatives of J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. and discussions that took place on October 1, 2013 between certain members of the Company’s board of
directors, senior management and representatives of J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. The Preliminary Price Range does not take into account the current lack of liquidity for the Company’s ordinary shares and assumes
a successful initial public offering with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction.

The Company supplementally advises the Staff that the Company believes the difference between the most recent fair value of its ordinary shares for option
grant purposes, as determined by the Company’s board of directors, and the Preliminary Price Range is largely attributable to the fact that the valuations for share option grants took into account a non-marketability discount that applied at
the time of the applicable awards as the Company had not completed its initial public offering. The Company will set forth a bona fide preliminary price range in a pre-effective amendment to the Registration Statement prior to the distribution of
any preliminary prospectus that would shortly precede the commencement of the Company’s road show process. We are providing this information to you supplementally to facilitate your review process.

Please contact me at (617) 937-2357 with any questions or comments regarding the above.

 Very truly yours,

 /s/ Nicole Brookshire

 Nicole Brookshire

 cc:

 Benoit Fouilland, Criteo S.A.

 Paul Wensel,
Criteo S.A.

 Paul Huie, Criteo S.A.

 500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

September 26, 2013

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

Re: Criteo S.A.
Registration Statement on Form F-1
Filed September 18, 2013
  File No. 333-191223

Dear Mr. Wensel :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Lock -Up Agreements, page 198

1. We note that the lock -up agreements executed by yo ur directors and executive officers
and the other shareholders, are “subject to certain limited exceptions.”  Please briefly
describe the exceptions.

Exhibits 10.7 and 10.8

2. It appears that you should file full English translations of these exhibits or advise us you
are not required to provide them.  Please refer to Rule 403(c) of Regulation C, Item
601(b)(10) of Regulation S -K and Instructions as to Exhibits to Form 20 -F.

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Paul Wensel
Criteo S.A.
September 26, 2013
Page 2

 possession of all facts relating to a company’s disclosur e, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement f rom the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Joseph Kempf, Senior Staff Accountant , at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statements and related matters.   Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane  Levy, Esq.
 Cooley LLP

August 2 6, 2013

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

Re: Criteo S.A.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August 16 , 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 reques ted information and either 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 your 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.

Risk Factors, page 15

1. We note your response to comment 6 from our letter dated August 2, 2013.  Please revise
this section to accurately reflect the date of the Apple App Store announcement.  Recent
news reports indicate that Apple announced and implemented its change in policy
regarding UDID in 2013.

Paul Wensel
Criteo S.A.
August 2 6, 2013
Page 2

 Financial Statements, page F -1
2. We note from the last paragraph of page 10 that your shareholders approved a 2 -for-5
reverse split of your outstanding shares.   We also note that this reverse split was not then
effective under Fre nch law and that it will be reflected in the prospectus after it becomes
legally effective.   We believe that changes in the capital structure such as your reverse
split should be given retroactive effect in the balance sheet and throughout your
document, a nd that an appropriately cross -referenced note should disclose the retroactive
treatment, explain the change made and state the date the change became effective.   See
SAB Topic 4C and revise accordingly.

You may contact Joseph Kempf, Senior Staff Accounta nt, at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murph y, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane Levy, Esq.
 Cooley LLP

August 2, 2013

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

Re: Criteo S.A.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted July 25, 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 either 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 appropr iate, please tell us why in your 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 your response to comment 4 from our letter dated June 27, 2013.  Please revise
your back cover page graphic to clarify whether you deliver “up to 25,000 ads per
second,” or some other action.

2. Additionally, you include the phrase “Over $5.1 billi on of client online sales in 2012
post-click.”  We note that these sales are not directly tied to your own revenue, but rather
are the result of the service and products you provide to publishers.  Please revise this
figure to reflect figures or dollar amo unts directly tied to your revenues or sales.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 2

Prospectus Summary, page 1

Business Overview, page 1

3. We note your response to comment 13 from our letter dated June 27, 2013.  Please revise
your disclosure to provide a clear and concise description or de finition of “rich data.”
We note that you continue to refer to “rich media content” elsewhere in your registration
statement.

4. We note your response to comment 14 from our letter dated June 27, 2013.  Please revise
your disclosure to provide context for your utilization of the maximum potential capacity
to deliver ads per second.  For example, provide a statistic as a percentage or other figure
that provides context for the ability to deliver 25,000 ads per second as compared to the
number of ads that are  actually delivered on average per second, or other meaningful data
points.  We note the consideration of a variety of factors, such as client demand, time of
day and season, which could contribute to this figure.

Our Competitive Strengths, page 4

5. We no te your response to comment 15 from our letter dated June 27, 2013.  Please revise
your disclosure to state whether or not you sell or otherwise share user data collected in
connection with providing clients targeted advertisements or other services.

Risk Factors, page 14

General

6. We note your disclosure in this section regarding the ability of companies such as Apple
Inc., to have the power to significantly change the nature of internet display advertising
marketplace.  We also note your disclosure reg arding users and mobile devices in
receiving online advertisements.  Please revise your disclosure to discuss how your
business and operating results have or may be affected by the Apple App store is no
longer accepting new apps or app updates that access a device’s unique identifier, or
UDID.  If applicable, please revise your disclosure here, in your MD&A and Business
sections to address how this change in Apple’s App store policy and any other
applications marketplace have impacted and may impact your ab ility to “optimize [y]our
advertising placement decisions” based on user activity and “other data” or otherwise
impact the depth and scale of user data required to predict user intent and deliver specific
message and products to users.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 3

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

7. We note your response to comment 16 from our letter dated June 27, 2013 and reissue.
Please revise this risk factor to discuss specific challenges your business may face due to
smalle r screen or other technological characteristics or limitations associated with users
viewing advertisements via mobile devices.

You may be subject to limitation… , page 47

8. We note your response to comment 24 in our letter dated June 27, 2013.  At the end of
the third sentence in this section, you state that the depositary may refuse to deliver,
transfer or register transfers “for any other reason.”  Please remove this statement to
make clear that the only limitations that may be imposed on the transfer of ADSs are
those permitted in the additional disclosure you provided.

Management’s Discussion and Analysis…, page 66

Overview, page 66

9. First, you state that “in 2012 we observed over $160 billion in sales transaction on our
clients’ websites.”  Then you s tate that “In 2012, our clients generated over $5.1 billion in
online sales from users that made a purchase from one of our client’s website during the
30 day period following a click by that user on an advertisement we delivered for that
client.”  Through out your disclosure, please reconcile these two statements making clear
whether the $160 billion figure is tied to you products and services, or is the total in
online sales generated by your clients regardless of interaction with your business.

Liquidity and Capital Resources, page 83

10. We reiterate comment 31.  Please revise your discussion of financing activities to address
the impact of future events such as this planned offering of ordinary shares and any
significant potential stock option exe rcises subsequent to the offering. We refer you to the
Interpretive Guidance in SEC Release 33 -8350.

11. Describe for us and disclose the terms of your acquisition of Ad -X Limited.  Tell us and
disclose how you plan to account for this merger.

12. Similarly as above, in accordance with the Interpretive Guidance in SEC Release 33 -
8350, please expand your discussion of future cash flows from investing activities to
address the impact of the July 11, 2013 Ad -X Limited acquisition, if material.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 4

Business, page 102

Corporate History and Structure, page 121

13. We note your response to comment 29 from our letter dated June 27, 2013.  Please file
the written agreement in place between you and Yahoo! Japan as appropriate.

Financial Statements, page F -1

14. In light of your recent acquisition of Ad -X Limited, refer to Item 4A(b)(i) of Form F -1
and tell us your consideration of whether historical and pro forma financial information
should be included in this Form F -1.   Please give us your calculations pursuan t to Rule
3-05(b)(2) and  Rule 1 -02(w) of Regulation S -X.

You may contact Joseph Kempf, Senior Staff Accountant , at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statemen ts and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane Levy, Esq.
 Cooley LLP

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