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): April 28, 2016

GROUPON, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-35335 (Commission File Number) 27-0903295 (I.R.S. Employer Identification No.)

600 West Chicago Avenue Suite 400 Chicago, Illinois  (Address of principal executive offices) 60654 (Zip Code)

312-334-1579

(Registrant's telephone number, including area code)

N/A

(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:

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

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

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

o 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 April 28, 2016, Groupon, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended March 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On April 28, 2016, the Company announced that Michael Randolfi, age 43, will be appointed as the Company’s Chief Financial Officer, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the “Form 10-Q”). Mr. Randolfi will serve as Chief Financial Officer Designate until the filing of the Form 10-Q.

Prior to joining the Company, Mr. Randolfi served as the Chief Financial Officer of Orbitz Worldwide, Inc. from March 2013 until November 2015 (when he departed following its acquisition by Expedia, Inc.), with global responsibility for Orbitz’s accounting, financial planning and analysis, investor relations, tax, procurement, and treasury functions. Prior to joining Orbitz, Mr. Randolfi served as Vice President and then as Senior Vice President and Controller at Delta Air Lines from February 2008 to February 2013. From June 1999 to February 2008, he held various executive positions at Delta Air Lines in financial planning and analysis, controllership and treasury. Prior to his 14-year career at Delta, Mr. Randolfi held positions with Continental Airlines and Raymond James and Associates. Mr. Randolfi is a CPA and a certified management accountant.

The Company issued a press release on April 28, 2016 announcing the appointment of Mr. Randolfi as its Chief Financial Officer, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

In connection with his appointment as Chief Financial Officer, Mr. Randolfi will receive an annual base salary of $425,000, and he will be eligible for an annual performance bonus with a target amount of $425,000. For 2016, Mr. Randolfi will receive a guaranteed annual performance bonus of at least $292,260 (pro-rated for performance year), payable in the first quarter of 2017, unless prior to the payment date Mr. Randolfi terminates his employment for any reason other than Good Reason or the Company terminates his employment for Cause (with such terms defined in his severance benefit agreement). Mr. Randolfi also will receive a one-time signing bonus of $200,000. The signing bonus is subject to clawback by the Company, on a prorated basis, in the event that, on or before the one-year anniversary of his employment start date, Mr. Randolfi terminates his employment for any reason other than Good Reason or the Company terminates his employment for Cause.

In addition, Mr. Randolfi received an award of 696,153 restricted stock units (“RSUs”) under the Groupon, Inc. 2011 Incentive Plan, as amended (the “Incentive Plan”), of which 287,581 RSUs will vest on April 25, 2017, 220,000 RSUs will vest quarterly in four equal installments beginning on July 25, 2017, and 188,572 RSUs will vest quarterly in four equal installments beginning on July 25, 2018. Mr. Randolfi also will be eligible to earn the following number of target performance stock units (“PSUs”) under the Incentive Plan over a three year period: (i) 71,895 PSUs in 2016, (ii) 55,000 PSUs in 2017 and (iii) 47,143 PSUs in 2018. The PSUs have a maximum payout capped at 200% of the target award for the applicable year. The actual number of PSUs earned in any period, if at all, will be determined based on the Company meeting specific performance objectives to be established by the Compensation Committee within the first 90 days of the applicable year. In addition, the vesting of the RSUs and the issuance of the PSUs is subject to Mr. Randolfi’s continued employment on the applicable vesting or grant date.

Under Mr. Randolfi’s severance benefit agreement, he will receive severance benefit amounts upon a termination of employment without Cause or for Good Reason equal to twelve months of salary, benefits and equity award acceleration, plus in the event that his employment is terminated in connection with a change in control of the Company, he will receive equity award acceleration equal to 50% of his outstanding equity awards. 

There are no family relationships between Mr. Randolfi and any of the directors and executive officers of the Company, and there are no transactions in which Mr. Randolfi has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The description of the terms of Mr. Randolfi’s employment is not complete and is qualified in its entirety by the employment offer letter, dated as of April 19, 2016, between the Company and Mr. Randolfi, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

In connection with Mr. Randolfi’s appointment as Chief Financial Officer effective immediately following the filing of the Form 10-Q, Brian Kayman will no longer serve as the Company’s Interim Chief Financial Officer. The Company and Mr. Kayman are exploring new opportunities for Mr. Kayman at Groupon.

In addition, in recognition of the increased responsibilities and contributions of Brian Kayman, Interim Chief Financial Officer, Brian Stevens, Chief Accounting Officer, and Dane Drobny, General Counsel and Corporate Secretary, during the period in which the Company did not have a permanent Chief Financial Officer, the Compensation Committee of the Board approved RSU awards to Messrs. Kayman, Stevens, and Drobny. The Compensation Committee awarded (i) 50,000 RSUs to Mr. Kayman, with 25,000 RSUs vesting on June 1, 2016 and 25,000 RSUs vesting on December 31, 2016, (ii) 50,000 RSUs to Mr. Stevens, with 25,000 RSUs vesting on June 1, 2016 and 25,000 RSUs vesting on December 31, 2016, and (iii) 107,188 RSUs to Mr. Drobny, with 53,594 RSUs vesting on June 1, 2016 and 53,594 RSUs vesting on December 31, 2016. The RSUs otherwise are subject to the Company’s standard terms under the Incentive Plan.

Item 7.01.Regulation FD

On April 4, 2016, the Company issued $250 million in aggregate principal amount of 3.25% senior convertible notes due 2022 (the “Notes”).  As previously disclosed, the Company has explored entering into hedge and warrant transactions that would be designed to offset, in part, the potential dilution from the Notes, and, in the near future, expects to enter into hedge transactions with one or more financial institutions (the “option counterparties”). The hedge transactions will cover the number of shares of Groupon Class A common stock underlying the Notes (subject to anti-dilution adjustments). Concurrently with entering into the hedge transactions, Groupon also expects to enter into warrant transactions with the option counterparties whereby Groupon will sell to the option counterparties warrants to purchase up to the same number of shares of Groupon Class A common stock underlying the Notes (subject to anti-dilution adjustments). Although the Company expects to enter into these transactions in the near future, there can be no assurance that the Company will complete the transactions in the anticipated timeframe or at all.

In connection with establishing their initial hedge of the convertible note hedge transactions and warrant transactions, the option counterparties and/or their respective affiliates expect to purchase shares of Groupon Class A common stock and/or enter into various derivative transactions with respect to Groupon Class A common stock. This activity could increase (or reduce the size of any decrease in) the market price of Groupon Class A common stock or the Notes at that time.  In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Groupon Class A common stock and/or purchasing or selling Groupon Class A common stock or other securities of the Company in secondary market transactions prior to the maturity of the Notes. This activity could also cause or avoid an increase or a decrease in the market price of Groupon Class A common stock or the fair value of the Notes.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d)		Exhibits:
	Exhibit No.		Description
	10.1*		Employment Offer Letter, dated as of April 19, 2016 between the Company and Michael Randolfi
	99.1**		Earnings Press Release dated April 28, 2016
	99.2		Press Release dated April 28, 2016

* Management contract or compensatory plan or arrangement.

**The information in Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue” and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments and the impact of our shift away from lower-margin products in our Goods category; effectively dealing with challenges arising from our international operations, including fluctuations in currency exchange rates; retaining existing customers and adding new customers, including as we increase our marketing spend and shift away from lower-margin products in our Goods category; retaining and adding high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; product liability claims; managing inventory and order fulfillment risks; integrating our technology platforms; litigation; managing refund risks; retaining, attracting and integrating members of our executive team; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; classification of our independent contractors; maintaining our information technology infrastructure; protecting our intellectual property; maintaining a strong brand; seasonality; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue; our senior convertible notes; our ability to complete and realize the anticipated benefits from the hedge and warrant transactions; and those risks and other factors discussed in Part I, “Item 1A: Risk Factors” of our 2015 Annual Report on Form 10-K for the year ended December 31, 2015, and Part II, “Item 1A: Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as well as in our condensed consolidated financial statements, related notes, and the other financial information appearing elsewhere in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and our other filings with the Securities and Exchange Commission, or the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, “Groupon,” “we,” “our,” and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise.

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.

	GROUPON, INC.
Dated: April 28, 2016	By:	/s/ Dane Drobny
	Name:	Dane Drobny
	Title:	General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1*	Employment Offer Letter, dated as of April 19, 2016 between the Company and Michael Randolfi
99.1**	Earnings Press Release dated April 28, 2016
99.2	Press Release dated April 28, 2016

* Management contract or compensatory plan or arrangement.

**The information in Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

EX-10.1

Exhibit 10.1

April 19, 2016

Michael Randolfi

Via email

Mike,

Groupon, Inc. (“Groupon” or the “Company”) is excited to offer you an exempt, full-time position as Chief Financial Officer, reporting to Rich Williams in Chicago, IL. The terms of the offer are detailed below.

Your start date will be April 25, 2016 (“Start Date”), and you will become CFO immediately following the filing of Groupon’s Form 10-Q for the first quarter of 2016. In the interim period, you will serve as the Chief Financial Officer Designate.

Please be aware that this offer is in consideration for and contingent upon: (i) your returning a signed copy of this letter to Groupon no later than 7 days after the date of this letter; (ii) our approval of the results of a pre-employment background check (iii) your ability to provide appropriate proof of your identity and eligibility to work in the United States; (iv) your returning prior to your Start Date a signed copy of our Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“CIPRA”); and (v) your returning a signed copy of the enclosed Severance Benefits Agreement (“SBA”).

Compensation

Base Salary: Effective on your Start Date, your annualized base salary will be four hundred twenty five thousand dollars ($425,000.00), less withholdings and deductions. Groupon utilizes a semi-monthly payroll (24 pay periods per year).

Sign-On Bonus: In further consideration for your agreeing to the terms of the CIPRA, you will be advanced a one-time Sign-on Bonus of two hundred thousand dollars ($200,000.00), less withholdings and deductions, payable within two pay periods of your Start Date at Groupon. Because you do not earn your Sign-On Bonus in full until you have been employed at Groupon for at least one year, if within one year of your Start Date you voluntarily terminate your employment other than for Good Reason (as that term is defined in the SBA, hereinafter “Good Reason”) or, if within one year of your Start Date, Groupon terminates your employment for Cause (as that term is defined in the SBA, hereinafter “Cause”), you will be responsible for repaying a prorated portion of the gross amount of the Sign-on Bonus, which amount is due in full on your termination date. Specifically, your repayment obligation will be reduced by 1/12 for every completed month of employment at Groupon. If you terminate your employment for Good Reason or your employment is terminated by Groupon for any reason other than Cause within one year of your Start Date, or if your employment terminates for any reason after one year from your Start Date, you will not be required to repay the Sign-On Bonus. By signing this offer letter, you agree to the terms relating to your Sign-On Bonus.

Annual Performance Bonus: Effective on your Start Date, your target Annual Performance Bonus will be four hundred twenty five thousand dollars ($425,000.00) per year (your “Target Incentive”). This Annual Performance Bonus is capped at a maximum payout of 200% of the Target Incentive and will be measured on annual goals. Actual bonus amounts are subject to company and your individual performance as well as approval by the Compensation Committee of the Board of Directors. As such, any bonus amount is not guaranteed. Notwithstanding the foregoing, for calendar year 2016, the Company guarantees you a payment of $292,260.00, less withholdings and deductions, which has been pro-rated to reflect the number of days from your Start Date through the end of the year. This amount will be paid in Q1 2017, unless prior to the payment date you have voluntarily terminated your employment other than for Good Reason or Groupon has terminated your employment for Cause. For subsequent calendar years, you shall not receive any Annual Performance Bonus payment if your employment terminates prior to the payment date.

Restricted Share Units:  In addition, you will be granted a Restricted Share Unit (RSU) award of 696,153 RSUs pursuant to the Company’s 2011 Incentive Plan (the “Plan”). The RSUs will vest according to the following schedule:

Vest Date	Number of RSUs Vesting	Vest Date	Number of RSUs Vesting
4/25/2017	287,581	7/25/2018	47,143
7/25/2017	55,000	10/25/2018	47,143
10/25/2017	55,000	1/25/2019	47,143
1/25/2018	55,000	4/25/2019	47,143
4/25/2018	55,000

Such vestings are contingent upon your continuous full-time employment with Groupon as of the applicable vesting dates.  The award will be subject to the terms of the Plan and a form of award agreement that you will be required to sign as a condition of receiving the award.

Performance Share Units (PSUs): In addition, you will be eligible to earn an aggregate target number of Performance Share Units equal to an aggregate 174,038 shares over a three-year period. The target number of PSUs by year of grant are provided in the table below and, subject to your continuous full-time employment with Groupon as CFO, the actual number of PSUs, if any, for each year will be determined by achieving specific corporate objectives that are established annually, and provided to you in an award agreement within the first 90 days of the calendar year. The PSU awards will be designed to permit you to earn up to two-times (200%) the number of Target PSUs by achieving superior results as defined in the award agreement and approved by the Compensation Committee of the Board of Directors. The PSUs, if earned, will vest fully and be paid in shares of Groupon Common Stock once approved by the Compensation Committee of the Board. We expect such determination and approval to occur in the first 90 days of the calendar year following each performance year.

Year of Grant	Number of Target PSUs
2016	71,895
2017	55,000
2018	47,143

Stock Ownership and Holding Requirements: In 2016, we adopted stock ownership guidelines applicable to certain of our officers, including our Named Executive Officers. This program is designed to further strengthen alignment between the interests of our officers and our stockholders and currently provides as follows:

• Each officer is required to beneficially own Company common stock with a value equivalent to (i) for the CEO, four times his base salary, or (ii) for all other officers, two times their respective base salaries. Officers must achieve the applicable required ownership level within five years of becoming subject to the guidelines.

• Shares owned outright and beneficially may be used to comply with the guidelines. Generally, unvested awards (other than unvested restricted stock unit awards) do not count toward compliance.

• Until an officer satisfies the requirement, he or she must retain 50% of the net shares acquired upon the vesting of equity awards.

Change in Control and Severance: You will receive severance benefits in accordance with the enclosed SBA. For reference, here is a summary of those severance benefits:

Termination without Cause or for Good Reason

• Cash Compensation - Lump sum equivalent of twelve months’ base salary subject to applicable tax withholdings

• Benefits - Lump sum equivalent of twelve months’ premium reimbursement for medical, dental and vision subject to applicable tax withholdings

• Equity - Twelve months of accelerated vesting of outstanding equity awards subject to applicable tax withholdings

Termination in Connection with Change in Control

• Cash Compensation - Lump sum equivalent of twelve months’ base salary subject to applicable tax withholdings

• Benefits - Lump sum equivalent of twelve months’ premium reimbursement for medical, dental and vision subject to applicable tax withholdings

• Equity - Accelerated vesting of 50% of outstanding equity awards subject to applicable tax withholdings

Termination with Cause or not for Good Reason

• Cash Compensation/Benefits/Equity - None

Benefits

• Regular, full-time employees are eligible for health insurance, dental and vision insurance, an employee assistance program, flexible spending accounts, life insurance, short/long term disability, paid time off and the option to enroll in Groupon’s 401(k) plan on the first day of the month following your Start Date. Participation in any benefit program is subject at all times to the terms of any applicable plan or policy.

• Groupon reserves the right to modify, change, or cease these benefits or begin new benefits in the future.

Board Memberships: The Company agrees that you may serve on the board of directors of one public company and on the board of directors of one private company, provided that such service on one or both boards does not interfere with or impede the performance of your duties and responsibilities as a Groupon employee and subject to your compliance at all times with the Groupon Global Code of Conduct, including but not limited to the provisions relating to the prior approval of your service on either or both boards.

Reimbursement of Attorney’s Fees: Groupon agrees to reimburse you for reasonable attorney’s fees that you incur in the process of reviewing this letter and the other Groupon documents referenced in this letter. Such reimbursement shall be “grossed up” to help defray the tax impact, using Groupon’s standard gross-up methodology.

At all times, your employment at Groupon will be “at will,” which means either you or Groupon may end the relationship at any time, for any reason or no reason at all, with or without notice. Although your job duties, responsibilities, title, compensation, and benefits may change from time to time, only a duly authorized officer of Groupon can change the “at will” nature of your employment in a written agreement.

By accepting this offer of employment, you represent and warrant that you will not use or disclose any confidential, proprietary, or trade

secret information of any prior employer or use or disclose any information belonging to any third party that Groupon would not have the right to use without restriction.

At all times, you will be subject to all policies, procedures and practices of Groupon, including those in the Global Code of Conduct and Employee Handbook. You also agree that while employed by Groupon, you will: (i) devote your full professional time and attention to Groupon; (ii) not engage in any employment, business or activity that may harm Groupon’s reputation or good name; (iii) not engage in any other employment or consult for any other business without prior written consent from the General Counsel; and (iv) not assist any person or organization in competing with Groupon, in preparing to compete with Groupon, or in hiring any Groupon employees.

On your Start Date, please provide us with proof of identity and United States work authorization to complete the required Form I-9, Employment Eligibility Verification. Please refer to page 9 of http://www.uscis.gov/files/form/i-9.pdffor a complete list of eligible documentation. Any representations that may have been made to you that are not contained in this letter are superseded by this offer, and the terms of this letter can only be modified by a written document signed by you and a duly authorized representative of Groupon.

Please signify your acceptance of this offer by signing and returning this letter to Groupon no later than 7 days after the date of this letter.

Thank you and congratulations! Sincerely,

/s/ Rich Williams

Rich Williams

Chief Executive Officer

Accepted By: /s/ Michael Randolfi

Agreed and accepted this19^thday ofApril 2016

EX-99.1

Exhibit 99.1

Groupon Announces First Quarter 2016 Results

Adds nearly 1 million new customers, boosts AEBITDA Guidance

• Gross billings of $1.47 billion

• Revenue of $732.0 million

• Adjusted EBITDA of $31.3 million

• GAAP loss per share of $0.08; non-GAAP loss per share of $0.01

• Operating Cash Flow of $179.4 million for the trailing twelve month period; Free Cash Flow of $93.8 million for the trailing twelve month period

• Affirming fiscal year 2016 revenue guidance of $2.75 billion to $3.05 billion and increased 2016 expected Adjusted EBITDA range to $85 million to $135 million

CHICAGO - (BUSINESS WIRE) - April 28, 2016 - Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended March 31, 2016.

“We started the year making continued strides toward becoming a daily habit in local commerce,” said CEO Rich Williams. “We sold the billionth Groupon in the first quarter and gained momentum on each of our strategic priorities, with customer growth and gross profit margin improvements highlighting our progress. Our business fundamentals and operational efficiency keep improving as our marketplace matures to become the largest and most effective of its kind.”

First Quarter 2016 Summary

• Gross Billings were $1.47 billion in the first quarter, down 5% from $1.55 billion in the first quarter of 2015, or 3% excluding the unfavorable impact of year-over-year changes in foreign exchange rates. The reduction in Gross Billings includes our continued restructuring efforts, country closures, and our initiative to de-emphasize low margin Shopping offerings. North America gross billings increased 5%, EMEA declined by 12%, and Rest of World declined by 17% on the same F/X neutral basis. Gross billings reflect the total dollar value of customer purchases of goods and services.

• Revenue was $732.0 million in the first quarter 2016, compared with $750.4 million in the first quarter 2015. Revenue decreased 2% globally, or less than 1% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America revenue increased 4%, EMEA declined 10% and Rest of World declined 8%.

• Gross profit was $339.3 million in the first quarter 2016, compared with $347.4 million in the first quarter 2015. Gross profit declined 2% globally, but was flatexcluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter.

• Adjusted EBITDA, a non-GAAP financial measure, was $31.3 million in the first quarter 2016, compared with $72.4 million in the first quarter 2015.

• Net loss attributable to common stockholders was $49.1 million, or $0.08 per share. Non-GAAP net loss attributable to common stockholders was $4.6 million, or $0.01 per share.

• Global units declined 3% year-over-year to 52 million consistent with restructuring efforts in international segments. Units in North America increased 6%, EMEA units declined 7%, and Rest of World units declined 25%. Units are defined as vouchers and products sold before cancellations and refunds.

• Operating cash flow for the trailing twelve months ended March 31, 2016 was $179.4

• million. Free cash flow, a non-GAAP financial measure, was negative $96.7 million in the first quarter 2016, bringing free cash flow for the trailing twelve months ended March 31, 2016 to $93.8 million.

• Cash and cash equivalents as of March 31, 2016 was $688.5 million, and we had no outstanding borrowings under our revolving credit facility. On April 4, the company issued $250 million in aggregate principal amount of senior convertible notes, the proceeds of which are not reflected in our cash balance as of March 31.

Definitions and reconciliations of all non-GAAP financial measures are included below in the section titled “Non-GAAP Financial Measures” and in the accompanying tables.

Highlights

• Groupon sold its one billionth unit in Q1. Groupon crossed the one billion-sold milestone with units sold of 52 million in the quarter and 6% unit growth in North America.

• North America Gross Profit grew 11% year-over-year. North America gross profit grew 11% year-over-year to $215.9 million and gross margin increased to 23% of gross billings, a two-year high.

• Shopping Gross Margins increased year-over-year in all segments for a second consecutive quarter. Shopping gross margins of 13.7% increased 310 basis points year-over-year with increases of 390 basis points in North America, 200 basis points in EMEA and 320 basis points in Rest of World. All segments recorded a second consecutive quarter of year-over-year increases as we made progress on our initiatives to de-emphasize low margin Shopping offerings and drive more efficiency from our logistics network.

• North America added nearly 1 million active customers in the quarter. Marketing investments in customer acquisition resulted in an incremental 955,000 active customers in North America, as compared to the prior quarter, which is the highest quarterly increase in two years. North America reported 26.9 million active customers at March 31. Active customers are customers that have purchased a voucher or product within the last twelve months.

• North America more than doubled active deals year-over-year. At the end of the first quarter 2016, on average, active deals were more than 700,000 globally and more than 425,000 in North America, an increase of over two-fold.

• Global SG&A declined by $9m year-over-year on solid execution on our operational streamlining initiatives. SG&A in International markets declined by $18 million year-

over-year as we exited 17 countries under our restructuring plan and consolidated key shared service functions into regional centers to improve customer service while gaining operating leverage.

Share Repurchase

During the first quarter 2016, Groupon repurchased 18,820,000 shares of its Class A common stock for an aggregate purchase price of $63.4 million. Up to $93.6 million of Class A common stock was available for repurchase under Groupon’s share repurchase program as of March 31, 2016. In connection with the Company’s $250 million senior convertible notes issuance in April 2016, the Board of Directors approved a $200 million increase to its share repurchase program and extended the program through April 2018. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the programs may be discontinued or suspended at any time.

Outlook

Groupon’s outlook for 2016 reflects current foreign exchange rates, as well as expected marketing investments, continued progress on increasing Shopping margins, and a reduction of our international footprint. We continue to expect revenue of between $2.75 and $3.05 billion for the full year, and we are increasing the company’s expected 2016 adjusted EBITDA range to between $85 million and $135 million.

Groupon Names Michael Randolfi as Chief Financial Officer

In a separate release today, Groupon announced that it has named Michael Randolfi as its new Chief Financial Officer, succeeding interim CFO Brian Kayman.

Conference Call

A conference call will be webcast live today at 4:00 p.m. CDT / 5:00 p.m. EDT, and will be available on Groupon’s investor relations website at http://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations site (investor.groupon.com) and its blog (https://www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Reguation FD.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP net income attributable to common stockholders, non-GAAP earnings per share and free cash flow. These non-GAAP financial measures, which are presented on a continuing

operations basis, are intended to aid investors in better understanding Groupon's current financial performance and its prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial Information and Business Metrics" included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.

Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.

Interest and Other Non-Operating Items. Interest and other non-operating items include: interest income, interest expense, gains and losses related to minority investments, and foreign currency gains and losses. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Items That Are Unusual in Nature or Infrequently Occurring. During the three months ended March 31, 2016, items that we believe to be unusual in nature or infrequently occurring were charges related to our restructuring program. We exclude items that are unusual in nature or infrequently occurring because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical results.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior-year period. We present foreign exchange rate neutral information to facilitate comparisons to our historical operating results.

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

Non-GAAP net income (loss) attributable to common stockholdersandnon-GAAPearnings (loss) per share adjust our net income (loss) attributable to common stockholders and earnings (loss) per share to exclude the impact of:

• stock-based compensation,

• amortization of acquired intangible assets,

• acquisition-related expense (benefit), net,

• items that are unusual in nature or infrequently occurring,

• non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions or country exits,

• non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,

• income (loss) from discontinued operationsand

• the income tax effect of those items.

We believe that excluding these items from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events or are otherwise not indicative of the core operating performance of our ongoing business.

Free cash flow is a non-GAAP financial measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate

our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal-use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in Groupon's cash balance for the applicable period.

Note on Forward-Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The words "may," will," should," "could," "expect," anticipate," "believe," "estimate," intend," "continue" and other similar expressions are intended to identify forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments and the impact of our shift away from lower margin products in our Goods category; effectively dealing with challenges arising from our international operations, including fluctuations in currency exchange rates; retaining existing customers and adding new customers, including as we increase our marketing spend and shift away from lower margin products in our Goods category; retaining and adding high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; product liability claims; managing inventory and order fulfillment risks; integrating our technology platforms; litigation; managing refund risks; retaining, attracting and integrating members of our executive team; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; classification of our independent contractors; maintaining our information technology infrastructure; protecting our intellectual property; maintaining a strong brand; seasonality; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue; our senior convertible notes; and our ability to complete and realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended December 31, 2015, Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and our other filings with the Securitiesand Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site athttp://investor.groupon.com or the SEC's web site

atwww.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of April 28, 2016. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

Groupon (NASDAQ: GRPN) is building the daily habit in local commerce, offering a vast mobile and online marketplace where people discover and save on amazing things to do, see, eat and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events,shoppers can find the best a city has to offer.

Groupon is redefining how small businesses attract and retain customers by providing them with customizable and scalable marketing tools and services to profitably grow their businesses.

To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.

Contacts:

Investor Relations Public Relations

Tom GrantBill Roberts

312-999-3098 312-459-5191

ir@groupon

Groupon, Inc..

Summary Consolidated and Segment Results

(in thousands, except share and per share amounts)

(unaudited)

The financial results of Ticket Monster are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months ended March 31, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.

	Three Months Ended March 31,						Y/Y % Growth			FX Effect(2)			Y/Y % Growth excluding  FX(2)
	2016			2015
Gross Billings(1):
North America	$	937,074		$	893,977		4.8		%	$	(708	)	4.9		%
EMEA	392,227			459,189			(14.6	)	%	(13,120		)	(11.7	)	%
Rest of World	142,709			198,835			(28.2	)	%	(21,873		)	(17.2	)	%
Consolidated gross billings	$	1,472,010		$	1,552,001		(5.2	)	%	$	(35,701	)	(2.9	)	%
Revenue:
North America	$	500,813		$	479,882		4.4		%	$	(154	)	4.4		%
EMEA	188,970			216,220			(12.6	)	%	(6,268		)	(9.7	)	%
Rest of World	42,188			54,254			(22.2	)	%	(7,702		)	(8.0	)	%
Consolidated revenue	$	731,971		$	750,356		(2.5	)	%	$	(14,124	)	(0.6	)	%
Income (loss) from operations	$	(47,333	)	$	5,295		(993.9	)	%	$	(229	)	(989.6	)	%
Income (loss) from continuing operations	$	(45,596	)	$	(16,739	)
Income (loss) from discontinued operations, net of tax	$	—		$	6,284
Net income (loss) attributable to Groupon, Inc.	$	(49,119	)	$	(14,273	)
Basic net income (loss) per share:
Continuing operations	$	(0.08	)	$	(0.03	)
Discontinued operations	—			0.01
Basic net income (loss) per share	$	(0.08	)	$	(0.02	)
Diluted net income (loss) per share:
Continuing operations	$	(0.08	)	$	(0.03	)
Discontinued operations	—			0.01
Diluted net income (loss) per share	$	(0.08	)	$	(0.02	)
Weighted average number of shares outstanding
Basic	582,751,678			676,382,937
Diluted	582,571,678			676,382,937

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended March 31, 2015.

Groupon, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2016			2015 (1)
Operating activities
Net income (loss)	$	(45,596	)	$	(10,455	)
Less: Income (loss) from discontinued operations, net of tax	—			6,284
Income (loss) from continuing operations	(45,596		)	(16,739		)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software	30,143			26,266
Amortization of acquired intangible assets	4,654			5,934
Stock-based compensation	30,756			35,144
Restructuring-related long-lived asset impairments	45			—
Deferred income taxes	(2,310		)	22
(Gain) loss, net from changes in fair value of contingent consideration	3,442			(279		)
Loss from changes in fair value of investments	1,100			—
Change in assets and liabilities, net of acquisitions:
Restricted cash	505			3,245
Accounts receivable	(3,223		)	(8,901		)
Prepaid expenses and other current assets	20,940			(2,513		)
Accounts payable	(2,850		)	2,244
Accrued merchant and supplier payables	(112,425		)	(17,034		)
Accrued expenses and other current liabilities	10,848			(2,470		)
Other, net	(12,754		)	18,688
Net cash provided by (used in) operating activities from continuing operations	(76,725		)	43,607
Net cash provided by (used in) operating activities from discontinued operations	—			(24,355		)
Net cash provided by (used in) operating activities	(76,725		)	19,252
Net cash provided by (used in) investing activities from continuing operations	(20,778		)	(19,443		)
Net cash provided by (used in) investing activities from discontinued operations	—			(624		)
Net cash provided by (used in) investing activities	(20,778		)	(20,067		)
Net cash provided by (used in) financing activities	(78,015		)	(35,838		)
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale	10,668			(30,199		)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale	(164,850		)	(66,852		)
Less: Net increase (decrease) in cash classified within current assets held for sale	—			(25,722		)
Net increase (decrease) in cash and cash equivalents	(164,850		)	(41,130		)
Cash and cash equivalents, beginning of period	853,362			1,016,634
Cash and cash equivalents, end of period	$	688,512		$	975,504

(1) The Company adopted the guidance in Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, on January 1, 2016. ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in a $2.9 million increase to net cash provided by operating activities and a corresponding increase to net cash used in financing activities in the condensed consolidated statement of cash flows for the period ended March 31, 2015, as compared to the amounts previously reported.

Groupon, Inc.

Condensed Consolidated Statements of Operations 

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended March 31,
	2016			2015
Revenue:
Third party and other	$	334,568		$	360,121
Direct	397,403			390,235
Total revenue	731,971			750,356
Cost of revenue:
Third party and other	46,781			51,697
Direct	345,862			351,253
Total cost of revenue	392,643			402,950
Gross profit	339,328			347,406
Operating expenses:
Marketing	89,765			52,533
Selling, general and administrative	280,988			289,847
Restructuring charges	12,444			—
Acquisition-related expense (benefit), net	3,464			(269		)
Total operating expenses	386,661			342,111
Income (loss) from operations	(47,333		)	5,295
Other income (expense), net (1)	3,486			(19,927		)
Income (loss) from continuing operations before provision (benefit) for income taxes	(43,847		)	(14,632		)
Provision (benefit) for income taxes	1,749			2,107
Income (loss) from continuing operations	(45,596		)	(16,739		)
Income (loss) from discontinued operations, net of tax	—			6,284
Net income (loss)	(45,596		)	(10,455		)
Net income attributable to noncontrolling interests	(3,523		)	(3,818		)
Net income (loss) attributable to Groupon, Inc.	$	(49,119	)	$	(14,273	)
Basic net income (loss) per share:
Continuing operations	$	(0.08	)	$	(0.03	)
Discontinued operations	—			0.01
Basic net income (loss) per share	$	(0.08	)	$	(0.02	)
Diluted net income (loss) per share:
Continuing operations	$	(0.08	)	$	(0.03	)
Discontinued operations	—			0.01
Diluted net income (loss) per share	$	(0.08	)	$	(0.02	)
Weighted average number of shares outstanding
Basic	582,751,678			676,382,937
Diluted	582,571,678			676,382,937

(1) Other income (expense), net includes foreign currency gains (losses) of $6.5 million and $(19.5) million for the three months ended March 31, 2016 and 2015, respectively.

Groupon, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	March 31, 2016			December 31, 2015
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	688,512		$	853,362
Accounts receivable, net	73,471			68,175
Prepaid expenses and other current assets	134,831			153,705
Total current assets	896,814			1,075,242
Property, equipment and software, net	193,036			198,897
Goodwill	291,747			287,332
Intangible assets, net	32,769			36,483
Investments (including $162.5 million and $163.7 million at March 31, 2016 and December 31, 2015, respectively, at fair value)	177,553			178,236
Deferred income taxes	4,254			3,454
Other non-current assets	22,507			16,620
Total Assets	$	1,618,680		$	1,796,264
Liabilities and Equity
Current liabilities:
Accounts payable	$	21,970		$	24,590
Accrued merchant and supplier payables	674,153			776,211
Accrued expenses and other current liabilities	406,578			402,724
Total current liabilities	1,102,701			1,203,525
Deferred income taxes	6,937			8,612
Other non-current liabilities	123,371			113,540
Total Liabilities	1,233,009			1,325,677
Commitments and contingencies
Stockholders' Equity
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 720,766,970 shares issued and 573,478,805 shares outstanding at March 31, 2016 and 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015	72			72
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at March 31, 2016 and December 31, 2015	—			—
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at March 31, 2016 and December 31, 2015	—			—
Additional paid-in capital	1,997,930			1,964,453
Treasury stock, at cost, 147,288,165 shares at March 31, 2016 and 128,468,165 shares at December 31, 2015	(708,490		)	(645,041		)
Accumulated deficit	(953,542		)	(901,292		)
Accumulated other comprehensive income (loss)	48,354			51,206
Total Groupon, Inc. Stockholders' Equity	384,324			469,398
Noncontrolling interests	1,347			1,189
Total Equity	385,671			470,587
Total Liabilities and Equity	$	1,618,680		$	1,796,264

Groupon, Inc.

Segment Information

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2016			2015
North America
Gross billings (1)	$	937,074		$	893,977
Revenue	$	500,813		$	479,882
Segment cost of revenue and operating expenses (2)(3)	512,261			455,216
Segment operating income (loss) (2)	$	(11,448	)	$	24,666
Segment operating income (loss) as a percent of segment gross billings	(1.2		)	2.8			%
Segment operating income (loss) as a percent of segment revenue	(2.3		)	5.1			%
EMEA
Gross billings (1)	$	392,227		$	459,189
Revenue	$	188,970		$	216,220
Segment cost of revenue and operating expenses (2)(3)	183,054			196,568
Segment operating income (loss) (2)	$	5,916		$	19,652
Segment operating income (loss) as a percent of segment gross billings	1.5			4.3			%
Segment operating income (loss) as a percent of segment revenue	3.1			9.1			%
Rest of World
Gross billings (1)	$	142,709		$	198,835
Revenue	$	42,188		$	54,254
Segment cost of revenue and operating expenses (2)(3)	49,974			58,402
Segment operating income (loss) (2)	$	(7,786	)	$	(4,148	)
Segment operating income (loss) as a percent of segment gross billings	(5.5		)	(2.1		)	%
Segment operating income (loss) as a percent of segment revenue	(18.5		)	(7.6		)	%

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.

(3) Segment cost of revenue and operating expenses for the three months ended March 31, 2016 includes restructuring charges of $2.9 million in North America (which excludes $2.6 million of stock-based compensation), $3.5 million in EMEA and $3.4 million in Rest of World.

Groupon, Inc.

Non-GAAP Reconciliation Schedules

(in thousands, except share and per share amounts)

(unaudited) 

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Net income (loss) from continuing operations" for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP financial measure, "Diluted net income (loss) per share," for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Income (loss) from continuing operations."

	Q1 2015			Q2 2015			Q3 2015			Q4 2015			Q1 2016
Income (loss) from continuing operations	$	(16,739	)	$	(15,267	)	$	(24,613	)	$	(32,552	)	(45,596		)
Adjustments:
Stock-based compensation (1)	35,144			38,467			35,432			32,691			27,976
Depreciation and amortization	32,200			31,372			35,635			33,763			34,797
Acquisition-related expense (benefit), net	(269		)	505			1,064			557			3,464
Restructuring charges (1)	—			—			24,146			5,422			12,444
Gain on disposition of business	—			—			(13,710		)	—			—
Prepaid marketing write-off	—			—			6,690			—			—
Securities litigation expense	—			—			37,500			—			—
Non-operating expense (income), net (1)	19,927			(2,941		)	8,160			3,393			(3,486		)
Provision (benefit) for income taxes	2,107			8,982			(53,970		)	23,736			1,749
Total adjustments	89,109			76,385			80,947			99,562			76,944
Adjusted EBITDA	$	72,370		$	61,118		$	56,334		$	67,010		$	31,348

(1) Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million, $0.2 million and $0.2 million of additional stock-based compensation for the three months ended June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016, respectively. Restructuring charges includes $2.6 million of additional stock-based compensation for the three months ended March 31, 2016.

The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months ended March 31, 2016:

	Three Months Ended March 31, 2016
Net income (loss) attributable to common stockholders	$	(49,119	)
Stock-based compensation (1)	28,208
Amortization of acquired intangible assets	4,654
Acquisition-related expense (benefit), net	3,464
Restructuring charges	12,444
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings (2)	(5,470		)
Loss from changes in fair value of investments	1,100
Income tax effect of above adjustments	88
Non-GAAP net income (loss) attributable to common stockholders	$	(4,631	)
Diluted shares	582,751,678
Incremental diluted shares	—
Adjusted diluted shares	582,751,678
Diluted net income (loss) per share	$	(0.08	)
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring and related tax effects	0.07
Non-GAAP net income (loss) per share	$	(0.01	)

(1) Excludes $2.6 million of stock-based compensation classified within restructuring charges.

(2) For the three months ended March 31, 2016, a $1.5 million cumulative translation loss was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.

Groupon, Inc.

Non-GAAP Reconciliation Schedules

(in thousands, except share and per share amounts)

(unaudited)

Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, "Gross billings," "Revenue" and "Income (loss) from continuing operations," respectively, for the periods presented. The Company reconciles "foreign exchange rate neutral Gross billings growth" and "foreign exchange rate neutral Revenue growth" to year-over-year growth rates for the most comparable U.S. GAAP financial measures, "Gross billings growth" and "Revenue growth," respectively, for the periods presented.

The effect on the Company's gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows: 

	Three Months Ended March 31, 2016									Three Months Ended March 31, 2016
	At Avg. Q1 2015 Rates (1)			Exchange Rate Effect (2)			As Reported			At Avg. Q4 2015 Rates (3)			Exchange Rate Effect (2)			As Reported
Gross billings	$	1,507,711		$	(35,701	)	$	1,472,010		$	1,478,984		$	(6,974	)	$	1,472,010
Revenue	746,095			(14,124		)	731,971			734,872			(2,901		)	731,971
Income (loss) from operations	$	(47,104	)	$	(229	)	$	(47,333	)	$	(46,447	)	$	(886	)	$	(47,333	)

(1) Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months ended March 31, 2015.

(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.

(3) Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months ended December 31, 2015.

The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.

	Q1 2015			Q2 2015			Q3 2015			Q4 2015			Q1 2016
EMEA Gross billings growth, excluding FX	7		%	9		%	(1	)	%	(2	)	%	(12	)	%
FX Effect	(18	)		(19	)		(14	)		(11	)		(3	)
EMEA Gross billings growth	(11	)	%	(10	)	%	(15	)	%	(13	)	%	(15	)	%
Rest of World Gross billings growth, excluding FX	(1	)	%	6		%	—		%	(7	)	%	(17	)	%
FX Effect	(11	)		(15	)		(19	)		(14	)		(11	)
Rest of World Gross billings growth	(12	)	%	(9	)	%	(19	)	%	(21	)	%	(28	)	%
Consolidated Gross billings growth, excluding FX	10		%	10		%	6		%	4		%	(3	)	%
FX Effect	(8	)		(8	)		(8	)		(5	)		(2	)
Consolidated Gross billings growth	2		%	2		%	(2	)	%	(1	)	%	(5	)	%

The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.

	Q1 2015			Q2 2015			Q3 2015			Q4 2015			Q1 2016
EMEA Revenue growth, excluding FX	13		%	9		%	2		%	3		%	(10	)	%
FX Effect	(19	)		(19	)		(15	)		(12	)		(3	)
EMEA Revenue growth	(6	)	%	(10	)	%	(13	)	%	(9	)	%	(13	)	%
Rest of World Revenue growth, excluding FX	(8	)	%	(4	)	%	(5	)	%	(8	)	%	(8	)	%
FX Effect	(10	)		(14	)		(18	)		(15	)		(14	)
Rest of World Revenue growth	(18	)	%	(18	)	%	(23	)	%	(23	)	%	(22	)	%
Consolidated Revenue growth, excluding FX	10		%	11		%	7		%	9		%	(1	)	%
FX Effect	(7	)		(8	)		(7	)		(5	)		(1	)
Consolidated Revenue growth	3		%	3		%	—		%	4		%	(2	)	%

The effect on North America's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows: 

	At Avg. Q1 2015 Rates (1)		Exchange Rate Effect (2)			March 31, 2016 As Reported		March 31, 2015 As Reported		Y/Y % Growth		Y/Y% Growth excluding FX
Local:
Third party and other	$	540,038	$	(415	)	$	539,623	$	512,558	5.3	%	5.4	%
Travel:
Third party	103,473		(83		)	103,390		96,678		6.9	%	7.0	%
Total services	643,511		(498		)	643,013		609,236		5.5	%	5.6	%
Goods:
Third party	8,515		(210		)	8,305		6,360		30.6	%	33.9	%
Direct	285,756		—			285,756		278,381		2.6	%	2.6	%
Total	294,271		(210		)	294,061		284,741		3.3	%	3.3	%
Total gross billings	$	937,782	$	(708	)	$	937,074	$	893,977	4.8	%	4.9	%

The effect on EMEA's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows: 

	At Avg. Q1 2015 Rates (1)		Exchange Rate Effect (2)			March 31, 2016 As Reported		March 31, 2015 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	180,262	$	(6,229	)	$	174,033	$	217,598	(20.0	)	%	(17.2	)	%
Travel:
Third party	59,189		(1,988		)	57,201		65,065		(12.1	)	%	(9.0	)	%
Total services	239,451		(8,217		)	231,234		282,663		(18.2	)	%	(15.3	)	%
Goods:
Third party	57,626		(1,853		)	55,773		69,537		(19.8	)	%	(17.1	)	%
Direct	108,270		(3,050		)	105,220		106,989		(1.7	)	%	1.2		%
Total	165,896		(4,903		)	160,993		176,526		(8.8	)	%	(6.0	)	%
Total gross billings	$	405,347	$	(13,120	)	$	392,227	$	459,189	(14.6	)	%	(11.7	)	%

The effect on Rest of World's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows:

	At Avg. Q1 2015 Rates (1)		Exchange Rate Effect (2)			March 31, 2016 As Reported		March 31, 2015 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	86,569	$	(11,275	)	$	75,294	$	99,735	(24.5	)	%	(13.2	)	%
Travel:
Third party	28,918		(4,990		)	23,928		32,946		(27.4	)	%	(12.2	)	%
Total services	115,487		(16,265		)	99,222		132,681		(25.2	)	%	(13.0	)	%
Goods:
Third party	40,658		(3,598		)	37,060		61,289		(39.5	)	%	(33.7	)	%
Direct	8,437		(2,010		)	6,427		4,865		32.1		%	73.4		%
Total	49,095		(5,608		)	43,487		66,154		(34.3	)	%	(25.8	)	%
Total gross billings	$	164,582	$	(21,873	)	$	142,709	$	198,835	(28.2	)	%	(17.2	)	%

The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows: 

	At Avg. Q1 2015 Rates (1)		Exchange Rate Effect (2)			March 31, 2016 As Reported		March 31, 2015 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	806,869	$	(17,919	)	$	788,950	$	829,891	(4.9	)	%	(2.8	)	%
Travel:
Third party	191,580		(7,061		)	184,519		194,689		(5.2	)	%	(1.6	)	%
Total services	998,449		(24,980		)	973,469		1,024,580		(5.0	)	%	(2.6	)	%
Goods:
Third party	106,799		(5,661		)	101,138		137,186		(26.3	)	%	(22.2	)	%
Direct	402,463		(5,060		)	397,403		390,235		1.8		%	3.1		%
Total	509,262		(10,721		)	498,541		527,421		(5.5	)	%	(3.4	)	%
Total gross billings	$	1,507,711	$	(35,701	)	$	1,472,010	$	1,552,001	(5.2	)	%	(2.9	)	%

(1) Represents the financial statement balances that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended March 31, 2016.

(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.

Groupon, Inc.

Supplemental Financial Information and Business Metrics ^(9)(11)

(financial data in thousands; active customers in millions)

(unaudited)

		Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
Segments
North America Segment:
Gross Billings (1):
	Local (2) Gross Billings	$	512,558			$	499,378			$	481,608			$	531,154			$	539,623
	Travel Gross Billings	96,678				102,908				101,801				89,389				103,390
	Gross Billings - Services	609,236				602,286				583,409				620,543				643,013
	Gross Billings - Goods	284,741				293,970				285,794				429,818				294,061
	Total Gross Billings	$	893,977			$	896,256			$	869,203			$	1,050,361			$	937,074
	Year-over-year growth	14			%	12			%	12			%	11			%	5			%
	% Third Party and Other	69			%	68			%	68			%	60			%	70			%
	% Direct	31			%	32			%	32			%	40			%	30			%
Gross BillingsTrailing Twelve Months (TTM)		$	3,415,687			$	3,513,098			$	3,608,015			$	3,709,797			$	3,752,894
Revenue (3):
	Local Revenue	$	180,864			$	172,461			$	163,786			$	184,201			$	192,153
	Travel Revenue	19,989				21,958				21,394				18,390				20,914
	Revenue - Services	200,853				194,419				185,180				202,591				213,067
	Revenue - Goods	279,029				286,863				278,751				420,056				287,746
	Total Revenue	$	479,882			$	481,282			$	463,931			$	622,647			$	500,813
	Year-over-year growth	11			%	14			%	11			%	13			%	4			%
	% Third Party and Other	42			%	41			%	40			%	33			%	43			%
	% Direct	58			%	59			%	60			%	67			%	57			%
Revenue TTM		$	1,873,281			$	1,930,632			$	1,976,069			$	2,047,742			$	2,068,673
Gross Profit (4):
	Local Gross Profit	$	154,776			$	147,574			$	138,798			$	159,745			$	164,018
	% of North America Local Gross Billings	30.2			%	29.6			%	28.8			%	30.1			%	30.4			%
	Travel Gross Profit	15,791				18,385				17,644				15,207				15,712
	% of North America Travel Gross Billings	16.3			%	17.9			%	17.3			%	17.0			%	15.2			%
	Gross Profit - Services	170,567				165,959				156,442				174,952				179,730
	% of North America Services Gross Billings	28.0			%	27.6			%	26.8			%	28.2			%	28.0			%
	Gross Profit - Goods	23,923				30,598				34,801				44,329				36,213
	% of North America Goods Gross Billings	8.4			%	10.4			%	12.2			%	10.3			%	12.3			%
	Total Gross Profit	$	194,490			$	196,557			$	191,243			$	219,281			$	215,943
	Year-over-year growth	8			%	9			%	9			%	12			%	11			%
	% Third Party and Other	88			%	85			%	83			%	81			%	84			%
	% Direct	12			%	15			%	17			%	19			%	16			%
	% of North America Total Gross Billings	21.8			%	21.9			%	22.0			%	20.9			%	23.0			%
EMEA Segment:
Gross Billings:
	Local Gross Billings	$	217,598			$	198,553			$	182,540			$	197,445			$	174,033
	Travel Gross Billings	65,065				59,544				64,916				59,836				57,201
	Gross Billings - Services	282,663				258,097				247,456				257,281				231,234
	Gross Billings - Goods	176,526				175,439				167,026				229,866				160,993
	Total Gross Billings	$	459,189			$	433,536			$	414,482			$	487,147			$	392,227
	Year-over-year growth	(11		)	%	(10		)	%	(15		)	%	(13		)	%	(15		)	%
	Year-over-year growth, excluding FX	7			%	9			%	(1		)	%	(2		)	%	(12		)	%
	% Third Party and Other	77			%	76			%	75			%	70			%	73			%
	% Direct	23			%	24			%	25			%	30			%	27			%
Gross BillingsTTM		$	1,992,408			$	1,942,689			$	1,867,748			$	1,794,354			$	1,727,392
Revenue:
	Local Revenue	$	82,536			$	75,543			$	70,781			$	73,225			$	61,886
	Travel Revenue	14,717				13,100				13,561				11,681				11,178
	Revenue - Services	97,253				88,643				84,342				84,906				73,064
	Revenue - Goods	118,967				115,404				114,945				163,420				115,906
	Total Revenue	$	216,220			$	204,047			$	199,287			$	248,326			$	188,970
	Year-over-year growth	(6		)	%	(10		)	%	(13		)	%	(9		)	%	(13		)	%
	Year-over-year growth, excluding FX	13			%	9			%	2			%	3			%	(10		)	%
	% Third Party and Other	51			%	48			%	48			%	41			%	44			%
	% Direct	49			%	52			%	52			%	59			%	56			%
Revenue TTM		$	946,457			$	922,814			$	892,029			$	867,880			$	840,630

		Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
Gross Profit:
	Local Gross Profit	$	77,356			$	70,270			$	66,288			$	68,966			$	58,263
	% of EMEA Local Gross Billings	35.5			%	35.4			%	36.3			%	34.9			%	33.5			%
	Travel Gross Profit	12,400				11,939				12,323				10,732				10,215
	% of EMEA Travel Gross Billings	19.1			%	20.1			%	19.0			%	17.9			%	17.9			%
	Gross Profit - Services	89,756				82,209				78,611				79,698				68,478
	% of EMEA Services Gross Billings	31.8			%	31.9			%	31.8			%	31.0			%	29.6			%
	Gross Profit - Goods	25,481				21,878				24,905				43,026				26,412
	% of EMEA Goods Gross Billings	14.4			%	12.5			%	14.9			%	18.7			%	16.4			%
	Total Gross Profit	$	115,237			$	104,087			$	103,516			$	122,724			$	94,890
	Year-over-year growth	(18		)	%	(26		)	%	(21		)	%	(14		)	%	(18		)	%
	% Third Party and Other	87			%	86			%	86			%	77			%	82			%
	% Direct	13			%	14			%	14			%	23			%	18			%
	% of EMEA Total Gross Billings	25.1			%	24.0			%	25.0			%	25.2			%	24.2			%
Rest of World Segment:
Gross Billings:
	Local Gross Billings	$	99,735			$	100,403			$	92,972			$	83,430			$	75,294
	Travel Gross Billings	32,946				31,263				30,709				25,369				23,928
	Gross Billings - Services	132,681				131,666				123,681				108,799				99,222
	Gross Billings - Goods	66,154				67,555				60,168				60,685				43,487
	Total Gross Billings	$	198,835			$	199,221			$	183,849			$	169,484			$	142,709
	Year-over-year growth	(12		)	%	(9		)	%	(19		)	%	(21		)	%	(28		)	%
	Year-over-year growth, excluding FX	(1		)	%	6			%	—			%	(7		)	%	(17		)	%
	% Third Party and Other	98			%	97			%	96			%	95			%	95			%
	% Direct	2			%	3			%	4			%	5			%	5			%
Gross BillingsTTM		$	861,032			$	840,243			$	797,454			$	751,389			$	695,263
Revenue:
	Local Revenue	$	30,281			$	28,499			$	26,372			$	22,229			$	22,082
	Travel Revenue	6,495				6,363				6,135				5,098				5,049
	Revenue - Services	36,776				34,862				32,507				27,327				27,131
	Revenue - Goods	17,478				18,204				17,870				18,870				15,057
	Total Revenue	$	54,254			$	53,066			$	50,377			$	46,197			$	42,188
	Year-over-year growth	(18		)	%	(18		)	%	(23		)	%	(23		)	%	(22		)	%
	Year-over-year growth, excluding FX	(8		)	%	(4		)	%	(5		)	%	(8		)	%	(8		)	%
	% Third Party and Other	91			%	87			%	86			%	82			%	85			%
	% Direct	9			%	13			%	14			%	18			%	15			%
Revenue TTM		$	244,326			$	232,802			$	217,476			$	203,894			$	191,828
Gross Profit:
	Local Gross Profit	$	26,161			$	24,567			$	22,568			$	18,889			$	18,771
	% of Rest of World Local Gross Billings	26.2			%	24.5			%	24.3			%	22.6			%	24.9			%
	Travel Gross Profit	4,906				5,012				4,859				4,040				3,997
	% of Rest of World Travel Gross Billings	14.9			%	16.0			%	15.8			%	15.9			%	16.7			%
	Gross Profit - Services	31,067				29,579				27,427				22,929				22,768
	% of Rest of World Services Gross Billings	23.4			%	22.5			%	22.2			%	21.1			%	22.9			%
	Gross Profit - Goods	6,612				6,784				6,726				6,806				5,727
	% of Rest of World Goods Gross Billings	10.0			%	10.0			%	11.2			%	11.2			%	13.2			%
	Total Gross Profit	$	37,679			$	36,363			$	34,153			$	29,735			$	28,495
	Year-over-year growth	(16		)	%	(20		)	%	(28		)	%	(23		)	%	(24		)	%
	% Third Party and Other	99			%	99			%	99			%	99			%	100			%
	% Direct	1			%	1			%	1			%	1			%	—			%
	% of Rest of World Total Gross Billings	18.9			%	18.3			%	18.6			%	17.5			%	20.0			%
Consolidated Results of Operations:
Gross Billings:
	Local Gross Billings	$	829,891			$	798,334			$	757,120			$	812,029			$	788,950
	Travel Gross Billings	194,689				193,715				197,426				174,594				184,519
	Gross Billings - Services	1,024,580				992,049				954,546				986,623				973,469
	Gross Billings - Goods	527,421				536,964				512,988				720,369				498,541
	Total Gross Billings	$	1,552,001			$	1,529,013			$	1,467,534			$	1,706,992			$	1,472,010
	Year-over-year growth	2			%	2			%	(2		)	%	(1		)	%	(5		)	%
	Year-over-year growth, excluding FX	10			%	10			%	6			%	4			%	(3		)	%
	% Third Party and Other	75			%	74			%	74			%	66			%	73			%
	% Direct	25			%	26			%	26			%	34			%	27			%
Gross Billings TTM		$	6,269,127			$	6,296,030			$	6,273,217			$	6,255,540			$	6,175,549
	Year-over-year growth	7			%	6			%	3			%	—			%	(1		)	%

		Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
Revenue:
	Local Revenue	$	293,681			$	276,503			$	260,939			$	279,655			$	276,121
	Travel Revenue	41,201				41,421				41,090				35,169				37,141
	Revenue - Services	334,882				317,924				302,029				314,824				313,262
	Revenue - Goods	415,474				420,471				411,566				602,346				418,709
Total Revenue		$	750,356			$	738,395			$	713,595			$	917,170			$	731,971
	Year-over-year growth	3			%	3			%	—			%	4			%	(2		)	%
	Year-over-year growth, excluding FX	10			%	11			%	7			%	9			%	(1		)	%
	% Third Party and Other	48			%	46			%	46			%	38			%	46			%
	% Direct	52			%	54			%	54			%	62			%	54			%
Revenue TTM		$	3,064,064			$	3,086,248			$	3,085,574			$	3,119,516			$	3,101,131
	Year-over-year growth	13			%	10			%	5			%	3			%	1			%
Gross Profit:
	Local Gross Profit	$	258,293			$	242,411			$	227,654			$	247,600			$	241,052
	% of Consolidated Local Gross Billings	31.1			%	30.4			%	30.1			%	30.5			%	30.6			%
	Travel Gross Profit	33,097				35,336				34,826				29,979				29,924
	% of Consolidated Travel Gross Billings	17.0			%	18.2			%	17.6			%	17.2			%	16.2			%
	Gross Profit - Services	291,390				277,747				262,480				277,579				270,976
	% of Consolidated Services Gross Billings	28.4			%	28.0			%	27.5			%	28.1			%	27.8			%
	Gross Profit - Goods	56,016				59,260				66,432				94,161				68,352
	% of Consolidated Goods Gross Billings	10.6			%	11.0			%	13.0			%	13.1			%	13.7			%
	Total Gross Profit	$	347,406			$	337,007			$	328,912			$	371,740			$	339,328
	Year-over-year growth	(5		)	%	(8		)	%	(7		)	%	(2		)	%	(2		)	%
	% Third Party and Other	89			%	87			%	85			%	81			%	85			%
	% Direct	11			%	13			%	15			%	19			%	15			%
	% of Total Consolidated Gross Billings	22.4			%	22.0			%	22.4			%	21.8			%	23.1			%
Marketing		$	52,533			$	57,007			$	61,587			$	83,208			$	89,765
Selling, general and administrative		$	289,847			$	288,721			$	326,248			$	287,976			$	280,988
Adjusted EBITDA		$	72,370			$	61,118			$	56,334			$	67,010			$	33,923
	% of Total Consolidated Gross Billings	4.7			%	4.0			%	3.8			%	3.9			%	2.3			%
	% of Total Consolidated Revenue	9.6			%	8.3			%	7.9			%	7.3			%	4.6			%

Groupon, Inc.

Supplemental Financial Information and Business Metrics ^(9)(11)

(financial data in thousands; active customers in millions)

(unaudited)

Free cash flow is a non-GAAP financial measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, "Net cash provided by (used in) operating activities from continuing operations."

		Q1 2015 (10)			Q2 2015 (10)			Q3 2015 (10)			Q4 2015 (10)			Q1 2016
Net cash provided by (used in) operating activities from continuing operations		$	43,607		$	13,325		$	(7,640	)	$	250,455		$	(76,725	)
Purchases of property and equipment and capitalized software from continuing operations		(18,294		)	(22,452		)	(27,735		)	(15,507		)	(19,952		)
Free cash flow		$	25,313		$	(9,127	)	$	(35,375	)	$	234,948		$	(96,677	)
Net cash provided by (used in) operating activities from continuing operations (TTM)		$	320,803		$	358,576		$	325,971		$	299,747		$	179,415
Purchases of property and equipment and capitalized software from continuing operations (TTM)		(85,761		)	(79,501		)	(88,598		)	(83,988		)	(85,646		)
Free cash flow (TTM)		$	235,042		$	279,075		$	237,373		$	215,759		$	93,769
Net cash provided by (used in) investing activities from continuing operations		$	(19,443	)	$	(28,541	)	$	(98,028	)	$	(31,238	)	$	(20,778	)
Net cash provided by (used in) financing activities		$	(35,838	)	$	(141,557	)	$	(14,793	)	$	(323,597	)	$	(78,015	)
Net cash provided by (used in) investing activities from continuing operations (TTM)		$	(105,821	)	$	(102,205	)	$	(181,187	)	$	(177,250	)	$	(178,585	)
Net cash provided by (used in) financing activities (TTM)		$	(198,627	)	$	(221,354	)	$	(216,683	)	$	(515,785	)	$	(557,962	)
Other Metrics:
Active Customers (6)
	North America	24.6			24.9			25.2			25.9			26.9
	EMEA	15.3			15.5			15.4			15.4			15.3
	Rest of World	8.2			8.2			8.0			7.6			7.2
	Total Active Customers	48.1			48.6			48.6			48.9			49.4
TTM Gross Billings / Average Active Customer (7)
North America		$	147		$	148		$	148		$	149		$	146
EMEA		134			130			123			117			113
Rest of World		101			98			99			96			90
Consolidated		135			133			132			130			127

Global headcount as of March 31, 2016 and 2015 was as follows:

	Q1 2015	Q1 2016
Sales (8)	4,429	3,711
% North America	30%	34%
% EMEA	42%	42%
% Rest of World	28%	24%
Other	6,386	5,551
Total Headcount	10,815	9,262

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds..

(2) Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions include advertising, payment processing and commission revenue.

(3) Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of commission revenue, payment processing revenue and advertising revenue.

(4) Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.

(5) Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.

(6) Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.

(7) Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.

(8) Includes merchant sales representatives, as well as sales support from continuing operations.

(9) Financial information and other metrics exclude Ticket Monster, which has been classified as discontinued operations. The Company sold a controlling stake in Ticket Monster in May 2015.

(10) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in adjustments to net cash provided by (used in) operating activities, net cash used in financing activities, and free cash flow for the three-month and trailing twelve-month periods ended March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015.

(11) The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

EX-99.2

Exhibit 99.2

Groupon Names Mike Randolfi as Chief Financial Officer

E-commerce veteran joins to help build the daily habit in local commerce

CHICAGO -- Groupon today announced that it has named Mike Randolfi as its Chief Financial Officer.

Randolfi most recently served as CFO of Orbitz Worldwide where he helped develop and drive significant operational improvements, cultivated strong investor and analyst relationships and ultimately helped lead that company’s 2015 merger with Expedia. Prior to Orbitz, Randolfi held a number of senior finance roles at Delta Air Lines, ultimately serving as Senior Vice President and Controller.

“We are excited that Mike is joining Groupon as our new CFO,” said Rich Williams, CEO. “Mike’s strong financial acumen, e-commerce background and experience as a public company CFO make him the right candidate to help us continue our strategic progress and better connect the millions of merchants and consumers in our local marketplace.”

“I also want to thank Brian Kayman for very capably serving as our interim CFO and ensuring our finance function has continued to operate at a high level.”

At Groupon, Randolfi will oversee accounting, financial planning and analysis, investor relations, tax, procurement, internal audit and treasury.

“The fast-growing local commerce space and Groupon’s advantages in size and scale make this an incredibly appealing opportunity,” Randolfi said. “I am very excited at the chance to work with such a strong team on some of the most interesting challenges in e-commerce and to help small businesses and -- by extension -- neighborhoods and communities grow and thrive.”

Randolfi is a certified public accountant and a certified management accountant.

About Groupon

Groupon (NASDAQ: GRPN) is building the daily habit in local commerce, offering a vast mobile and online marketplace where people discover and save on amazing things to do, see, eat and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events,shoppers can find the best a city has to offer.

Groupon is redefining how small businesses attract and retain customers by providing them with customizable and scalable marketing tools and services to profitably grow their businesses.

To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.

Contact:

Bill Roberts

312-459-5191

press@groupon.com