8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)
May 5, 2015

Coupons.com Incorporated

(Exact name of Registrant as specified in its charter)

Delaware	001-36331	77-0485123
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

400 Logue Avenue
Mountain View, California 94043

(Address of principal executive offices)

(650) 605-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2015, Coupons.com Incorporated (the “Company”) issued a press release regarding financial results for the first quarter ended March 31, 2015. The Company also posted on its website (www.couponsinc.com) slides with accompanying prepared remarks regarding such financial results. Copies of the press release and slides are attached as Exhibits 99.1 and 99.2, respectively, and the information in Exhibits 99.1 and 99.2 is incorporated herein by reference.

The information in Item 2.02 and Item 9.01 in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated May 5, 2015, regarding financial results of Coupons.com Incorporated for the first quarter ended March 31, 2015.
99.2	Slides, dated May 5, 2015, regarding financial results of the first quarter ended March 31, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Coupons.com, Incorporated.
By:	/s/ Richard Hornstein
	Richard Hornstein General Counsel

Date: May 5, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated May 5, 2015, regarding financial results of Coupons.com Incorporated for the first quarter ended March 31, 2015.
99.2	Slides, dated May 5, 2015, regarding financial results of the first quarter ended March 31, 2015.

EX-99.1

Coupons.com Incorporated Reports First Quarter 2015 Financial Results

Additional Retailers Live or Signed to Retailer iQ Platform, now covering Grocery, Drug, Dollar and Mass Retailers

MOUNTAIN VIEW, Calif., May 5, 2015 /PRNewswire/ -- Coupons.com Incorporated (NYSE: COUP), a leader in digital coupons, today reported financial results for the first quarter ended March 31, 2015.

First Quarter 2015 Financial Results

• Total revenue was $55.6 million compared to $51.5 million a year ago.
• Total digital coupon transactions during the first quarter were 412.6 million compared to 407.8 million in first quarter 2014.
• Revenue from media and advertising increased 20% versus a year ago.
• Adjusted EBITDA was $4.0 million compared to $3.9 million a year ago.
• GAAP net loss for the first quarter 2015 was $4.0 million, which included $8.9 million in stock-based compensation expense. GAAP net loss in the first quarter of 2014 was $14.0 million, which included $14.6 million in stock-based compensation expense.
• Cash used from operations was $852,000 compared with cash generated in operations of $853,000 in the same period last year. Q1 includes cash payments for annual bonus and sales commissions.

"We continue to bring new retailers on our Retailer iQ platform at a brisk pace," said Steven Boal, President and CEO of Coupons.com Incorporated. "We are on track to launch a retailer banner every three weeks through the end of Q3. We are excited now to have coverage across Grocery, Drug, Dollar and Mass retailers, giving us a broad-based footprint, which is key to our mission of bringing the multi-billion dollar promotions industry into the digital world. CPGs and retailers recognize the tremendous value we bring, helping them reach shoppers with personalized offers and relevant media across all channels. We believe we are quickly becoming the digital standard, creating a foundation that we expect will propel these businesses for decades to come."

Business Highlights

Continued momentum in Coupons.com Retailer iQ™ platform:

• Nine retailer banners are live for digital paperless coupons delivered through Retailer iQ, with four having started marketing campaigns to drive consumer adoption.
• Another nine scheduled to go live by end of Q3 2015 with marketing campaigns to follow.
• Early results continue to be positive in terms of consumer usage, and sales growth for retailers and CPGs.
• Signed retailers for digital paperless coupons delivered through Retailer iQ platform now represent more than $230 billion in grocery & drug sales and include major retailers across Grocery, Drug, Dollar and now Mass channels.
• First set of campaigns of targeted digital paperless offers based on shopper data, showed strong incremental sales for retailers and CPG brands.
• Digital coupon users continue to be a highly attractive grocery shopper segment for CPGs and Retailers, making 25% more trips and spending 40% more annually than the average shopper, according to a recent study by Gfk, commissioned by Coupons.com.  

Focus on mobile:

• In the first quarter of 2015, we continued to see more than 70% of Retailer iQ platform usage occur on mobile devices. Additionally, mobile users engage nearly 40% more frequently than desktop users.
• Through Retailer iQ, we now believe we have a leading network to enable CPGs and retailers to deliver digital coupons, primarily through mobile devices at scale.
• Shoppers on the go can also use our recently launched Coupons.com app for the Apple Watch to be notified and take advantage of nearby digital savings at hundreds of top retailers and restaurants.

Growth in media:

• Our media and advertising business grew 20% in the first quarter of 2015 from a year ago.
• CPGs and other advertisers are looking for an integrated approach to their digital promotions and media strategies. The scale and high quality audience of our network continues to be our key differentiator.
• As our network expands through mobile usage and Retailer iQ, we believe there is continued opportunity for growth within our media business.

"We are pleased with our performance in the first quarter, as we continue to expand the network and build the foundation for revenue growth for many years to come," said Mir Aamir, CFO and COO. "As we look to the rest of the year, we expect consumer adoption on Retailer iQ will continue as additional retailers start to market the program throughout the year. We also expect continued operating expense leverage, reflecting growth in Adjusted EBITDA."

Business Outlook

As of today, Coupons.com is providing its outlook for the second quarter and full year 2015.

For the second quarter of 2015, total revenue is expected to be in the range of $54.0 million to $56.0 million. Adjusted EBITDA is expected to be in the range of $2.0 million to $4.0 million.

For the full year of 2015, total revenue is expected to be in the range of $270 million to $280 million. Adjusted EBITDA for the full year of 2015 is expected to be in the range of $35 million to $45 million.

Conference Call Information

Coupons.com President and CEO Steven Boal, and CFO and COO Mir Aamir will host a conference call and live webcast to discuss the Company's financial results and business outlook today at 5:00 p.m. EDT / 2:00 p.m. PDT. Questions that investors would like to see asked during the call should be sent to ir@couponsinc.com.

To access the call, please dial (877) 201-0168, or outside the U.S. (647) 788-4901, with Conference ID# 23060018 at least five minutes prior to the 2:00 p.m. PDT start time. The live webcast will be available at http://investors.couponsinc.com under the Events and Presentations menu. A replay of the webcast will be available on the website following the conference call.

Use of Non-GAAP Financial Measures

Coupons.com has presented Adjusted EBITDA, a non-GAAP financial measure, in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve its annual budget, to develop short and long-term operational plans, and to determine bonus payouts. In particular, the Company believes that the exclusion of the expenses eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of its core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of the board of directors in connection with the determination of compensation for its executive officers. Accordingly, Coupons.com believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating the Company's operating results in the same manner as our management and board of directors. Coupons.com defines Adjusted EBITDA as net loss adjusted for interest expense, other income (expense) – net, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, and change in fair value of contingent consideration.

Coupons.com's use of Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of the Company's financial results as reported under GAAP. Some of these limitations are:

• Although depreciation and amortization are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditure requirements;
• Adjusted EBITDA does not reflect: (i) changes in, or cash requirements for, working capital needs; (ii) the potentially dilutive impact of stock-based compensation; (iii) tax payments that may represent a reduction in cash available to Coupons.com; (iv) the effects of interest expense, other income (expense) – net, income taxes, depreciation and amortization, stock-based compensation and change in fair value of contingent consideration; and (v) other companies, including companies in its industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. Because of these and other limitations, Adjusted EBITDA should be considered along with other GAAP-based financial performance measures, including various cash flow metrics, net loss, and the Company's other GAAP financial results.

For a reconciliation of non-GAAP financial measures to the nearest comparable GAAP financial measures, see "Reconciliation of Net Loss to Adjusted EBITDA" included in this press release.

Forward-Looking Statements

This press release contains forward-looking statements based largely on Coupons.com's current expectations and projections about future events and financial trends affecting its business. Forward looking statements in this press release include Coupons.com's current expectations with respect to revenues and Adjusted EBITDA for the second quarter of 2015 and for the full year 2015, the Company's expectations for the continued accelerating shift to the Coupons.com Retailer iQ digital platform, Coupons.com's expectations regarding implementing the Coupons.com Retailer iQ platform with other retailer partners, including increased consumer adoption from Retailer iQ in the back half of the year, particularly in Q4, Coupons.com's expectations about launching and having additional Retailer iQ customers go live between now and the end of Q3, Coupons.com's expectations regarding digital coupon and mobile growth, Coupons.com's expectations regarding increased media sale opportunities and network expansion, and increased operating leverage, and Coupons.com's expectations regarding future growth. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available to Coupons.com's management at the date of this press release and its management's good faith belief as of such date with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, Coupons.com's financial performance, including its revenues, margins, costs, expenditures, growth rates and operating expenses, and its ability to generate positive cash flow and become profitable; the amount and timing of digital promotions by CPGs, which are affected by budget cycles, economic conditions and other factors; the Company's ability to adapt to changing market conditions; the Company's ability to retain and expand its business with existing CPGs and retailers; the Company's ability to negotiate fee arrangements with CPGs and retailers; the Company's ability to maintain and expand the use by consumers of digital promotions on its platforms; the Company's ability to attract and retain third-party advertising agencies, performance marketing networks and other intermediaries; the Company's ability to effectively manage its growth; the effects of increased competition in the Company's markets and its ability to compete effectively; the Company's ability to effectively grow and train its sales team; the Company's ability to obtain new CPGs and retailers and to do so efficiently; the Company's ability to maintain, protect and enhance its brand and intellectual property; costs associated with defending intellectual property infringement and other claims; the Company's ability to successfully enter new markets; the Company's ability to develop and launch new services and features; the Company's ability to attract and retain qualified employees and key personnel; the Company's ability to successfully integrate acquired companies into its business and other factors identified in Coupons.com's filings with the Securities and Exchange Commission (the "SEC"), including its annual report on Form 10-K filed with the SEC on March 19, 2015. Additional information will also be set forth in Coupons.com's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that the Company makes with the SEC. Coupons.com disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.

About Coupons.com Incorporated
Coupons.com Incorporated (NYSE: COUP) is a leading digital promotion and media platform that connects brands, retailers and consumers. We distribute digital coupons and media through a variety of products, including: digital printable coupons, digital paperless coupons, coupon codes, and card linked offers. We operate Coupons.com Retailer iQ™, a mobile-first, real-time digital coupon platform that connects directly into a retailer's point-of-sale system and provides targeting and analytics for manufacturers and retailers. We also power digital coupon initiatives in online marketing campaigns, including display and video advertising. Our distribution network includes our flagship site, Coupons.com, approximately 30,000 third-party publishers, as well as our mobile applications, Coupons.com, the Coupons.com App for the Apple Watch, Grocery iQ®, and those of our many partners. Clients include hundreds of consumer packaged goods companies, such as Clorox, Procter & Gamble, General Mills and Kellogg's, as well as top retailers like Albertsons-Safeway, CVS, Dollar General, Kroger, and Walgreens. Founded in 1998, Coupons.com is based in Mountain View, Calif., and is bringing the multi-billion dollar offline promotions industry into the digital world. Investors interested in learning more about the Company can visit http://www.couponsinc.com and follow us on Twitter at @couponsinc.

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended March 31,
	2015	2014
Revenues	$ 55,562	$  51,501
Costs and expenses:
Cost of revenues (1)	21,867	20,519
Sales and marketing (1)	21,084	19,511
Research and development (1)	12,942	16,267
General and administrative (1)	8,491	9,050
Change in fair value of contingent consideration	(354)	—
Total costs and expenses	64,030	65,347
Loss from operations	(8,468)	(13,846)
Interest expense	(80)	(302)
Other income (expense), net	4,739	(138)
Loss before income taxes	(3,809)	(14,286)
Provision for (benefit from) income taxes	192	(244)
Net loss	$ (4,001)	$ (14,042)
Net loss per share attributable to common stockholders, basic and diluted	$   (0.05)	$    (0.41)
Weighted-average number of common shares used in computing net loss per    share attributable to common stockholders, basic and diluted	82,166	34,535
(1) The stock-based compensation expense included above was as follows:
	Three Months Ended March 31,
	2015	2014
Cost of revenues	$     449	$   1,577
Sales and marketing	2,941	4,117
Research and development	2,784	5,510
General and administrative	2,758	3,388
Total stock-based compensation	$  8,932	$  14,592

COUPONS.COM INCORPORATED
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND TRANSACTION DATA
(Unaudited, in thousands)
	Three Months Ended March 31,
	2015	2014
Net loss	$ (4,001)	$ (14,042)
Adjustments:
Interest expense	80	302
Other income (expense), net	(4,739)	138
Provision for (benefit from) income taxes	192	(244)
Depreciation and amortization	3,908	3,172
Stock-based compensation	8,932	14,592
Change in fair value of contingent consideration	(354)	-
Total adjustments	$  8,019	$  17,960
Adjusted EBITDA	$  4,018	$   3,918
Transactions (2)	412,642	407,785

(2) A transaction is the distribution of a digital coupon through Coupons.com's platform that generates revenues. 

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
	March 31, 2015	December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$ 202,414	$   201,075
Accounts receivable, net	47,926	51,061
Prefunded coupons cash deposits	589	740
Deferred tax assets	438	457
Prepaid expenses and other current assets	4,562	2,972
Total current assets	255,929	256,305
Property and equipment, net	23,638	25,399
Intangible assets, net	11,033	11,818
Goodwill	29,249	29,277
Other assets	8,689	9,008
Total assets	$ 328,538	$   331,807
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$      6,393	$        6,358
Accrued compensation and benefits	7,969	14,861
Other current liabilities	14,845	15,790
Prefunded coupons cash obligations	589	740
Deferred revenues	6,517	6,219
Debt obligation	7,500	7,500
Total current liabilities	43,813	51,468
Other non-current liabilities	74	89
Deferred rent	926	738
Deferred tax liabilities	2,769	2,624
Total liabilities	47,582	54,919
Stockholders' equity:
Preferred stock	—	—
Common stock	1	1
Additional paid-in capital	541,204	531,018
Treasury stock, at cost	(63,987)	(61,935)
Accumulated other comprehensive income (loss)	(66)	(1)
Accumulated deficit	(196,196)	(192,195)
Total stockholders' equity	280,956	276,888
Total liabilities and stockholders' equity	$ 328,538	$   331,807

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Three Months Ended March 31,
	2015	2014
Cash flows from operating activities:
Net loss	$    (4,001)	$  (14,042)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,908	3,172
Stock-based compensation	8,932	14,592
Accretion of debt discount	—	56
Amortization of debt issuance costs	19	—
Gain on sale of intangible asset	(4,800)	—
Allowance for doubtful accounts	9	14
Deferred income taxes	164	(244)
Change in fair value of contingent consideration	(354)	—
Changes in operating assets and liabilities:
Accounts receivable	3,101	2,779
Prepaid expenses and other current assets	(1,516)	(1,456)
Accounts payable and other current liabilities	233	2,317
Accrued compensation and benefits	(6,883)	(6,345)
Deferred revenues	333	(145)
Other	3	155
Net cash provided by (used in) operating activities	(852)	853
Cash flows from investing activities:
Purchases of property and equipment	(1,805)	(2,914)
Acquisitions, net of acquired cash	—	859
Proceeds from sale of intangible asset	4,800	—
Net cash provided by (used in) investing activities	2,995	(2,055)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,254	2,922
Repurchases of common stock	(2,052)	—
Proceeds from initial public offering, net of offering costs	—	178,539
Exercise of warrant	—	1,610
Principal payments on capital lease obligations	(15)	(14)
Net cash provided by (used in) financing activities	(813)	183,057
Effect of exchange rates on cash and cash equivalents	9	(2)
Net increase in cash and cash equivalents	1,339	181,853
Cash and cash equivalents at beginning of period	201,075	38,972
Cash and cash equivalents at end of period	$ 202,414	$ 220,825

CONTACT: Tessa Chen, 650-396-8821, TChen@couponsinc.com

EX-99.2

Exhibit 99.2

©2015 Coupons.com Incorporated. Confidential and Proprietary 1

©2015 Coupons.com Incorporated. Confidential and Proprietary Coupons.com Incorporated Q1 2015 Business Highlights & Financial Results May 5 , 2015 2

©2015 Coupons.com Incorporated. Confidential and Proprietary This presentation and the accompanying oral presentation contain “forward - looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management, including Coupons.com’s projected second quarter and full year 2015 results, its plans, including product launches, strategy, and business outlook, the Company's expectations for the continued accelerating shift to the Coupons.com Retailer iQ digital platform, Coupons.com's expectations regarding implementing the Coupons.com Retailer iQ platform with other retailer partners, including increased consumer adoption from Retailer iQ in the back half of the year, particularly in Q4, Coupons.com’s expectations about having additional Retailer IQ’s customers go live between now and the end of Q3, Coupons.com's expectations regarding digital coupon and mobile growth, Coupons.com’s expectations regarding increased media sale opportunities, and increased operating leverage, and Coupons.com's expectations regarding future growth. Coupons.com operates in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is not possible for Coupons.com’s management to predict all risks, nor can it assess the impact of all factors on our business or the extent to which any factor, or combinat ion of factors, may cause actual results to differ materially from those contained in any forward - looking statements Coupons.com may make. Forward - looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forw ard - looking statements are based on information available to Coupons.com’s management at the date of this release and its management’s good faith belief as of such date with respect to future events, an d are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the fo rward - looking statements. Important factors that could cause such differences include, but are not limited to, Coupons.com’s financial performance, including its revenues, margins, costs, expenditures, growth rates and operating expenses, and its ability to generate positive cash flow and become profitable; the amount and timing of digital promotions b y C PGs, which are affected by budget cycles, economic conditions and other factors; the company’s ability to adapt to changing market conditions; the Company’s ability to retain a nd expand its business with existing CPGs and retailers; the Company’s ability to maintain and expand the use by consumers of digital promotions on its platforms; the Company’s abili ty to attract and retain third - party advertising agencies, performance marketing networks and other intermediaries; the Company’s ability to effectively manage its growth; the effects of increased competition in the Company’s markets and its ability to compete effectively; the Company’s ability to effectively grow and train its sales team; the Company’s ability to obtain new CPGs and retailers and to do so efficiently; the Company’s ability to maintain, protect and enhance its brand and intellectual property; costs associated with defending intel lec tual property infringement and other claims; the Company’s ability to successfully enter new markets; the Company’s ability to acquire and integrate new companies; the Compan y’s ability to develop and launch new services and features; the Company’s ability to attract and retain qualified employees and key personnel; the Company’s ability to successfully integrate acquired companies into its business. These factors, together with those described in greater detail in Coupons.com’s annual report on Form 10 - K filed with the SEC on March 19, 2015 and in Coupons.com’s future quarterly reports on Form 10 - Q, annual reports on Form 10 - K and other filings made with the SEC, may cause our actual res ults, performance or achievements to differ materially and adversely from those anticipated or implied by our forward - looking statements. Coupons.com disclaims any obligation to update information contained in these forward - looking statements whether as a result of new information, future events, or otherwise. In addition to the U.S. GAAP financials, this presentation includes certain non - GAAP financial measures. The non - GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under U.S. GAAP. There are a number of limitations related to the use of these non - GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non - GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non - GAAP financial measures as tools for comparison. Coupons.com considers these non - GAAP financial measures to be important because they provide useful measures of the operating performance of the company, exclusiv e o f unusual events or factors that do not directly affect what we consider to be our core operating performance, and are used by the company's management for that purpose. The us e of non - GAAP measures is further discussed in the accompanying press release, which has been furnished to the SEC on Form 8 - K and posted on Coupons.com’s website. The press release also defines our non - GAAP financial measures. A reconciliation between GAAP and non - GAAP measures can also be found in the accompanying press release and in the A ppendix hereto. Forward - Looking Statements 3

©2015 Coupons.com Incorporated. Confidential and Proprietary Steven Boal Founder, President and CEO 4

©2015 Coupons.com Incorporated. Confidential and Proprietary Momentum Building In Retailer iQ 5 9 retailer banners currently live 4 of those brands have started marketing efforts to build consumer adoption Remaining 9 brands scheduled to go live by end of Q3 2015 Increased reach by additional $30B in retailer sales B ringing the total to ~$230B Full U.S. geographic & trade class coverage including grocery, drug, dollar and mass merchandise retailers

©2015 Coupons.com Incorporated. Confidential and Proprietary Network Expansion 6 Mobile Consumers Over 70% of Retailer iQ usage is on mobile Nearly 40% higher frequency of engagement on mobile Media Advertising 20% year over year growth Compelling products coupled with high value audience across entire network Targeting Solution Early results exceeded expectations CPGs and retailers excited about the ability to personalize and target offers directly to shoppers

©2015 Coupons.com Incorporated. Confidential and Proprietary Mir Aamir CFO and COO 7

©2015 Coupons.com Incorporated. Confidential and Proprietary Q1 2015 Overview Metric Q1 2015 Q1 2014 Y/Y Growth Total Revenue $55.6M $51.5 M 8% Adjusted EBITDA $4.0M $3.9M 3% Total Promotion Transactions 412.6M 407.8M 1% ► $202.4M in Cash and Cash Equivalents as of March 31, 2015 ► Used $852,000 in cash from operations in Q1 2015 Note: Adjusted EBITDA is net loss adjusted for interest expense, other income (expense) - net, provision for (benefit from) inc ome taxes, depreciation and amortization, stock - based compensation, and change in fair value of contingent consideration. See Appendix for reconciliation to GAAP. 8

©2015 Coupons.com Incorporated. Confidential and Proprietary Revenue Components ($ in millions ) Q1 2014 Q1 2015 Promotions Media & Advertising $40.6 $10.9 $51.5 $55.6 $42.5 $ 13.1 9 $135.9 $32.0 $169.2 $52.6 • Promotions revenue increased 5% y/y • Media revenue increased 20% y/y • Q1 2014 had one time quarter - end budget deployments that did not repeat in Q1 2015

©2015 Coupons.com Incorporated. Confidential and Proprietary Q1 Operating Expense* Leverage 0 5 10 15 20 25 30 35 40 45 50 Q1 2014 Q1 2015 Q1 2014 Q1 2015 G&A R&D S&M $10.7M $19.5M $21.1M $16.3M $12.9M $9.0M $ 44.8 M $8.5M $5.7M $18.1M $10.1M $15.4M $34.0M $5.8M $31.8M $ 42.5 M Investments over the last three years in technology, operations and sales continue to drive revenue growth and operating leverage GAAP Basis Excluding Stock - based Compensation** *Note: Excludes change in fair value of contingent consideration **Note: Excludes stock - based compensation expense included in Coupons.com’s condensed consolidated statements of operations 10 62% 61% Q1 2014 Q1 2015 As % Revenue

©2015 Coupons.com Incorporated. Confidential and Proprietary Q2 and FY 2015 Outlook Q2 2015 FY 2015 Total Revenue $54M – $56M $270M – $280M Adjusted EBITDA (Non - GAAP) $2M – $4M $35M – $45M • Anticipate revenue growth in the second half of 2015 to be higher than the first half due to the expected volume ramp in Retailer iQ , particularly in Q4 2015 • Although CPGs plan budgets on an annual basis, quarterly deployment of that budget may vary quarter by quarter - looking at our business on an annual basis will be more reflective of our overall business • Anticipate Adjusted EBITDA to increase in the second half of 2015, particularly in Q4 2015 Quantitative Guidance Qualitative Guidance Note: Adjusted EBITDA, a non - GAAP financial measure, is net l oss adjusted for interest expense, other income (expense) - net, provision for (benefit from) income taxes, depreciation and amortization, change in fair value contingent consideration and stock - based compensation. 11

©2015 Coupons.com Incorporated. Confidential and Proprietary Q&A 12

©2015 Coupons.com Incorporated. Confidential and Proprietary Appendix 13

©2015 Coupons.com Incorporated. Confidential and Proprietary Non - GAAP Reconciliation Reconciliation of Net Loss To Adjusted EBITDA (in thousands) Three Months Ended March, 31 2015 2014 Net loss $ (4,001) $ (14,042) Adjustments: Interest expense 80 302 Other income (expense), net (4,739) 138 Provision for (benefit from) income taxes 192 (244) Depreciation and amortization 3,908 3,172 Stock - based compensation 8,932 14,592 Change in fair value of contingent consideration (354) — Total Adjustments $ 8,019 $ 17,960 Adjusted EBITDA $ 4,018 $ 3,918 Transactions 412,642 407,785 Note: A transaction is the distribution of a digital coupon through Coupons.com’s platform that generates revenue. The company presents transactions as it believes that its ability to increase the number of transactions using its platform is an important indicator of its ability to grow revenues . 14