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 30, 2019

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:

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

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

oPre-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 30, 2019, Groupon, Inc. (the "Company") issued a press release and a letter to its stockholders announcing its financial results for its fiscal quarter ended March 31, 2019. A copy of the press release and the Company's letter to its stockholders are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)		Exhibits:
	Exhibit No.		Description
	99.1*		Earnings Press Release dated April 30, 2019
	99.2*		Letter to Stockholders dated April 30, 2019

*The information in Exhibit 99.1 and Exhibit 99.2 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.

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 30, 2019	By:	/s/ Michael Randolfi
	Name:	Michael Randolfi
	Title:	Chief Financial Officer

EX-99.1

Groupon Announces First Quarter2019 Results

Generates Q1 Gross Profit of $306.0 million

• Gross profit of $306.0 million

• Net loss from continuing operations of $41.2 million

• Adjusted EBITDA of $47.0 million

• GAAP net loss per diluted share of $0.07; non-GAAP net income per diluted share of $0.03

• Operating cash flow of $163.1 million for the trailing twelve month period

• Free cash flow of $96.1 million for the trailing twelve month period

• 2019 Adjusted EBITDA guidance of $270.0 million reiterated

CHICAGO - April 30, 2019 - Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended March 31, 2019.

"In the first quarter we made solid progress on our strategy and initiatives to improve the customer experience, expand our platform, grow our international business and continue our focus on operational rigor," said CEO Rich Williams. "The year is off to a stronger than expected financial start, which should allow us to accelerate our investments in a number of our initiatives as we move through the first half."

Mr. Williams provides further commentary in a letter to shareholders located on our investor relations site (investor.groupon.com).

First Quarter2019 Summary

North America

• North America gross profit in the first quarter2019decreased4% to $209.8 million, primarily due to lower email and SEO traffic, partially offset by higher gross profit per unit. In Local, gross profit decreased3% to $161.1 million. Goods gross profit decreased9% to $33.5 million. Gross profit in Travel decreased5% to $15.3 million.

• North America active customers were 29.6 million as of March 31, 2019, and trailing twelve month gross profit per active customer increased5%.

International

• International gross profit in the first quarter2019decreased9% to $96.2 million (1% FX-neutral). Gross profit decreased2% (increased 6% FX-neutral) in Local. Goods gross profit decreased21% (14% FX-neutral) due to pricing and promotion strategies to stimulate demand in light of weakening consumer sentiment in Europe, particularly in the United Kingdom. Gross profit in Travel decreased25% (18% FX-neutral).

• International active customers were 17.5 million as of March 31, 2019, and trailing twelve month gross profit per active customer decreased3%.

Consolidated

• Revenue was $578.4 million in the first quarter2019, down8% (5% FX-neutral) reflecting lower customer traffic.

• Gross profit was $306.0 million in the first quarter2019, down 6% (3% FX-neutral).

• SG&A decreased to $210.4 million in the first quarter2019 compared with $222.3 million in the first quarter2018 as a result of our ongoing operating efficiency efforts.

• Marketing expense was $93.4 million in the first quarter2019, down6% as we continue to refine spending toward high-value customers and had lower offline marketing expense in North America.

• Other expense, net was $46.9 million in the first quarter2019, compared with $8.5 million in first quarter2018. Other expense, net included net losses of $41.4 million due to changes in the fair value of our investments for the three months ended March 31, 2019.

• Net loss from continuing operations was $41.2 million in the first quarter2019 compared with $2.8 million in the first quarter2018.

• Net loss attributable to common stockholders was $42.5 million, or $0.07 per diluted share, compared to $6.9 million, or $0.01 per diluted share, in the first quarter2018. Non-GAAP net income attributable to common stockholders was $16.7 million, or $0.03 per diluted share, compared to $16.2 million, or $0.03 per diluted share, in the first quarter2018.

• Adjusted EBITDA, a non-GAAP financial measure, was $47.0 million in the first quarter2019, down from $52.6 million in the first quarter2018.

• Global units sold declined 12% to 37.2 million in the first quarter2019 as a result of lower traffic and customers. Units in North America were down 18% and International units were down 2%.

• Operating cash flow was $163.1 million for the trailing twelve month period as of the first quarter2019, and free cash flow, a non-GAAP financial measure, was $96.1 million for the trailing twelve month period.

• Cash and cash equivalents as of March 31, 2019 were $645.6 million, and we had no outstanding borrowings under our $250 million revolving credit facility.

Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Terminology Changes, Non GAAP Financial Measures and Operating Metrics" and in the accompanying tables. All comparisons are year-over-year unless otherwise provided.

Outlook

For the full year 2019, Groupon continues to expect Adjusted EBITDA to be $270 million.

Conference Call

A conference call will be webcast Wednesday, May 1, 2019 at 9:00 a.m. CT / 10:00 a.m. ET and will be available on Groupon’s investor relations website at https://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 the Groupon blog (www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Terminology Changes, Non-GAAP Financial Measures and Operating Metrics

In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per share, non-GAAP provision (benefit) for income taxes 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 our current financial performance and 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, these 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 and Operating 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: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. 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.

Special Charges and Credits. For the three months ended March 31, 2019 and 2018, special charges and credits included charges related to our restructuring plan. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with 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 current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.

Adjusted EBITDA is a non-GAAP performance 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 other special charges and credits, including 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 for 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. However, Adjusted EBITDA is not intended to be a substitute for income (loss) from continuing operations.

Non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, Non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our net income attributable to common stockholders and earnings per share to exclude the impact of:

• stock-based compensation,

• amortization of acquired intangible assets,

• acquisition-related expense (benefit), net,

• special charges and credits, including restructuring charges,

• non-cash interest expense on convertible senior notes,

• 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,

• non-operating gains and losses from sales of minority investments, and

• income (loss) from discontinued operations.

We believe that excluding the above items from our measures of non-GAAP income from continuing operations before provision (benefit) from income taxes, non-GAAP net income attributable to common stockholders and non-GAAP earnings per diluted 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.

Non-GAAP Provision (Benefit) for Income Taxes. Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income from continuing operations before provision (benefit) for income taxes.

Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by 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 continuing 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 our cash balance for the applicable period.

Descriptions of the operating metrics included in this release and the accompanying tables are as follows:

Gross Billings. This metric represents the total dollar value of customer purchases of goods and services. For sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services, which comprise a substantial majority of our service revenue transactions, gross billings differs from revenue reported in our condensed consolidated statements of operations, which is presented net of the merchant's share of the transaction price. For product revenue transactions, gross billings are equivalent to product revenue reported in our condensed consolidated statements of operations. We consider this metric to be an important indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on service revenue transactions also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.

Active customers. We define active customers as unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. For entities that we have acquired in a business combination, this metric includes active customers of the acquired entity, including customers who made purchases prior to the acquisition. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites and mobile applications in our active customers metric, so the acquisition of Cloud Savings Company, Ltd. on April 30, 2018 did not impact that metric.

Units. This metric represents the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces or directly with a merchant

for which we earned a commission. We do not include purchases with retailers using digital coupons accessed through our websites and mobile applications in our units metric.We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.

Gross profit per active customer. This metric represents the TTM gross profit generated per active customer. We use this metric to evaluate trends in the average contribution to gross profit on a per-customer basis.

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, 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, risk related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; reliance on cloud-based computing platforms; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness, including refinancing our credit facility; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior notes; and our ability to 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 our Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site atinvestor.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 Groupon nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect our expectations as of April 30, 2019. We undertake 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 our 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, eat, see 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               

Heather Davis                    

312-662-7370                    

ir@groupon.com

Public Relations

Bill Roberts

312-459-5191

press@groupon.com

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

	March 31, 2019			December 31, 2018
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	645,610		$	841,021
Accounts receivable, net	83,658			69,493
Prepaid expenses and other current assets	82,686			88,115
Total current assets	811,954			998,629
Property, equipment and software, net	136,570			143,117
Right-of-use assets - operating leases, net (1)	103,101			—
Goodwill	324,579			325,491
Intangible assets, net	42,659			45,401
Investments (including $42,888 and $84,242 at March 31, 2019 and December 31, 2018, at fair value)	66,913			108,515
Other non-current assets	20,236			20,989
Total Assets	$	1,506,012		$	1,642,142
Liabilities and Equity
Current liabilities:
Accounts payable	$	25,312		$	38,359
Accrued merchant and supplier payables	512,728			651,781
Accrued expenses and other current liabilities	256,060			267,034
Total current liabilities	794,100			957,174
Convertible senior notes, net	204,844			201,669
Operating lease obligations (2)	110,999			—
Other non-current liabilities	53,673			100,688
Total Liabilities	1,163,616			1,259,531
Commitments and contingencies
Stockholders' Equity
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 764,245,924shares issued and 567,982,801 shares outstanding at March 31, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018	76			76
Additional paid-in capital	2,248,616			2,234,560
Treasury stock, at cost, 196,263,123 and 191,855,128 shares at March 31, 2019 and December 31, 2018	(892,546		)	(877,491		)
Accumulated deficit	(1,052,986		)	(1,010,499		)
Accumulated other comprehensive income (loss)	37,915			34,602
Total Groupon, Inc. Stockholders' Equity	341,075			381,248
Noncontrolling interests	1,321			1,363
Total Equity	342,396			382,611
Total Liabilities and Equity	$	1,506,012		$	1,642,142

(1) Represents operating lease assets recognized as a result of the adoption of Topic 842 on January 1, 2019 net of accumulated amortization. Refer to Note 6, Leases, in our Quarterly Report on Form 10-Q for the period ended March 31, 2019 for additional information.

(2) Represents the non-current portion of operating lease liabilities as a result of the adoption of Topic 842 on January 1, 2019. Refer to Note 6, Leases, in our Quarterly Report on Form 10-Q for the period ended March 31, 2019 for additional information.

Groupon, Inc.
Condensed Consolidated Statements of Operations 
(in thousands, except share and per share amounts)
(unaudited)

	Three Months Ended March 31,
	2019			2018
Revenue:
Service	$	285,827		$	301,797
Product	292,583			324,743
Total revenue	578,410			626,540
Cost of revenue:
Service	28,627			31,145
Product	243,767			270,510
Total cost of revenue	272,394			301,655
Gross profit	306,016			324,885
Operating expenses:
Marketing	93,397			99,156
Selling, general and administrative	210,424			222,344
Total operating expenses	303,821			321,500
Income (loss) from operations	2,195			3,385
Other income (expense), net	(46,855		)	(8,515		)
Income (loss) from continuing operations before provision (benefit) for income taxes	(44,660		)	(5,130		)
Provision (benefit) for income taxes	(3,490		)	(2,335		)
Income (loss) from continuing operations	(41,170		)	(2,795		)
Income (loss) from discontinued operations, net of tax	2,162			—
Net income (loss)	(39,008		)	(2,795		)
Net income attributable to noncontrolling interests	(3,479		)	(4,093		)
Net income (loss) attributable to Groupon, Inc.	$	(42,487	)	$	(6,888	)
Basic and diluted net income (loss) per share:
Continuing operations	$	(0.08	)	$	(0.01	)
Discontinued operations	0.01			0.00
Basic and diluted net income (loss) per share	$	(0.07	)	$	(0.01	)
Weighted average number of shares outstanding
Basic	570,095,128			561,735,937
Diluted	570,095,128			561,735,937

Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three Months Ended March 31,
	2019			2018
Operating activities
Net income (loss)	$	(39,008	)	$	(2,795	)
Less: Income (loss) from discontinued operations, net of tax	2,162			—
Income (loss) from continuing operations	(41,170		)	(2,795		)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software	24,522			26,721
Amortization of acquired intangible assets	3,894			2,940
Stock-based compensation	16,411			19,326
Deferred income taxes	—			(6,575		)
(Gain) loss from changes in fair value of investments	41,408			5,033
Amortization of debt discount on convertible senior notes	3,175			2,866
Change in assets and liabilities, net of acquisitions and dispositions:
Accounts receivable	(14,200		)	17,623
Prepaid expenses and other current assets	3,461			9,601
Accounts payable	(12,914		)	(8,341		)
Accrued merchant and supplier payables	(136,572		)	(143,330		)
Accrued expenses and other current liabilities	(40,405		)	(41,564		)
Other, net	4,907			(1,252		)
Net cash provided by (used in) operating activities from continuing operations	(147,483		)	(119,747		)
Net cash provided by (used in) operating activities from discontinued operations	—			—
Net cash provided by (used in) operating activities	(147,483		)	(119,747		)
Investing activities
Purchases of property and equipment and capitalized software	(17,477		)	(20,144		)
Acquisitions of intangible assets and other investing activities	(638		)	(238		)
Net cash provided by (used in) investing activities from continuing operations	(18,115		)	(20,382		)
Net cash provided by (used in) investing activities from discontinued operations	—			—
Net cash provided by (used in) investing activities	(18,115		)	(20,382		)
Financing activities
Payments for purchases of treasury stock	(14,416		)	—
Taxes paid related to net share settlements of stock-based compensation awards	(5,090		)	(9,179		)
Proceeds from stock option exercises and employee stock purchase plan	2,006			2,434
Distributions to noncontrolling interest holders	(3,521		)	(3,315		)
Payments of finance lease obligations	(6,756		)	(9,024		)
Payments of contingent consideration related to acquisitions	—			(1,815		)
Net cash provided by (used in) financing activities	(27,777		)	(20,899		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets	(3,381		)	6,191
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets	(196,756		)	(154,837		)
Less: Net increase (decrease) in cash classified within current assets of discontinued operations	—			—
Net increase (decrease) in cash, cash equivalents and restricted cash	(196,756		)	(154,837		)
Cash, cash equivalents and restricted cash, beginning of period	844,728			885,481
Cash, cash equivalents and restricted cash, end of period (1)	$	647,972		$	730,644

(1) The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the condensed consolidated balance sheet as of March 31, 2019 and amounts previously reported within the condensed consolidated balance sheet in our Quarterly Report on Form 10-Q as of March 31, 2018 (in thousands):

	March 31, 2019		March 31, 2018
Cash and cash equivalents	$	645,610	$	725,909
Restricted cash included in prepaid expenses and other current assets	1,973		4,332
Restricted cash included in other non-current assets	389		403
Cash, cash equivalents and restricted cash	$	647,972	$	730,644

Groupon, Inc.
Supplemental Financial and Operating Metrics (dollars in thousands; active customers in millions)
(unaudited)

		Q1 2018			Q2 2018			Q3 2018			Q4 2018		Q1 2019
North America Segment:																Q1 2019
Gross Billings (1):																Y/Y Growth
	Local	$	543,021		$	548,056		$	534,246		$	535,869	$	502,309		(7.5)	%
	Travel	102,499			93,809			83,991			71,948		92,083			(10.2)
	Goods	209,476			196,501			184,357			319,922		174,638			(16.6)
	Total Gross Billings	$	854,996		$	838,366		$	802,594		$	927,739	$	769,030		(10.1)	%
Revenue:
	Local	$	187,411		$	185,870		$	180,059		$	199,523	$	180,377		(3.8)	%
	Travel	20,084			19,888			17,217			14,667		18,941			(5.7)
	Goods	185,761			174,506			163,875			290,534		157,847			(15.0)
	Total Revenue	$	393,256		$	380,264		$	361,151		$	504,724	$	357,165		(9.2)	%
Gross Profit:
	Local	$	166,756		$	165,285		$	159,379		$	179,932	$	161,082		(3.4)	%
	Travel	16,002			16,303			13,801			11,839		15,268			(4.6)
	Goods	36,922			37,783			30,868			55,814		33,452			(9.4)
	Total Gross Profit	$	219,680		$	219,371		$	204,048		$	247,585	$	209,802		(4.5)	%
Operating income (loss)		$	(1,860	)	$	(68,524	)	$	51,004		$	39,289	$	5,336		386.9	%
International Segment:																Q1 2019
Gross Billings:																Y/Y Growth		FX Effect (2)	Y/Y Growth excluding FX(2)
	Local	$	217,307		$	203,248		$	209,623		$	235,093	$	207,396		(4.6)	%	7.3	2.7	%
	Travel	57,522			48,766			46,156			55,046		51,939			(9.7)		7.2	(2.5)
	Goods	163,439			173,883			157,856			211,180		147,643			(9.7)		7.5	(2.2)
	Total Gross Billings	$	438,268		$	425,897		$	413,635		$	501,319	$	406,978		(7.1)	%	7.3	0.2	%
Revenue:
	Local	$	74,578		$	71,425		$	75,946		$	84,751	$	73,190		(1.9)	%	7.5	5.6	%
	Travel	11,436			9,706			9,387			10,654		8,737			(23.6)		6.1	(17.5)
	Goods	147,270			156,001			146,399			199,798		139,318			(5.4)		7.8	2.4
	Total Revenue	$	233,284		$	237,132		$	231,732		$	295,203	$	221,245		(5.2)	%	7.6	2.4	%
Gross Profit:
	Local	$	70,215		$	67,360		$	71,639		$	80,213	$	68,978		(1.8)	%	7.5	5.7	%
	Travel	10,651			8,919			8,649			9,913		8,041			(24.5)		6.1	(18.4)
	Goods	24,339			28,008			21,653			28,358		19,195			(21.1)		6.6	(14.5)
	Total Gross Profit	$	105,205		$	104,287		$	101,941		$	118,484	$	96,214		(8.5)	%	7.1	(1.4)	%
Operating income (loss)		$	5,245		$	4,279		$	2,019		$	22,587	$	(3,141	)	(159.9)	%
Consolidated Results of Operations:
Gross Billings:
	Local	$	760,328		$	751,304		$	743,869		$	770,962	$	709,705		(6.7)	%	2.1	(4.6)	%
	Travel	160,021			142,575			130,147			126,994		144,022			(10.0)		2.6	(7.4)
	Goods	372,915			370,384			342,213			531,102		322,281			(13.6)		3.3	(10.3)
	Total Gross Billings	$	1,293,264		$	1,264,263		$	1,216,229		$	1,429,058	$	1,176,008		(9.1)	%	2.5	(6.6)	%
Revenue:
	Local	$	261,989		$	257,295		$	256,005		$	284,274	$	253,567		(3.2)	%	2.1	(1.1)	%
	Travel	31,520			29,594			26,604			25,321		27,678			(12.2)		2.2	(10.0)
	Goods	333,031			330,507			310,274			490,332		297,165			(10.8)		3.5	(7.3)
Total Revenue		$	626,540		$	617,396		$	592,883		$	799,927	$	578,410		(7.7)	%	2.8	(4.9)	%
Gross Profit:
	Local	$	236,971		$	232,645		$	231,018		$	260,145	$	230,060		(2.9)	%	2.2	(0.7)	%
	Travel	26,653			25,222			22,450			21,752		23,309			(12.5)		2.4	(10.1)
	Goods	61,261			65,791			52,521			84,172		52,647			(14.1)		2.7	(11.4)
	Total Gross Profit	$	324,885		$	323,658		$	305,989		$	366,069	$	306,016		(5.8)	%	2.3	(3.5)	%
Operating income (loss)		$	3,385		$	(64,245	)	$	53,023		$	61,876	$	2,195		(35.2)	%
Net cash provided by (used in) operating activities from continuing operations		$	(119,747	)	$	44,175		$	(57,389	)	$	323,816	$	(147,483	)	(23.2)	%
Free Cash Flow		$	(139,891	)	$	26,802		$	(73,483	)	$	307,732	$	(164,960	)	(17.9)	%

		Q1 2018				Q2 2018				Q3 2018				Q4 2018				Q1 2019
Active Customers (3)
	North America	32.6				32.2				31.4				30.6				29.6
	International	17.0				17.1				17.4				17.6				17.5
	Total Active Customers	49.6				49.3				48.8				48.2				47.2
TTM Gross Profit / Active Customer
North America		$	28.38			$	28.36			$	28.96			$	29.13			$	29.72
International		24.83				25.24				24.89				24.46				24.00
Consolidated		27.16				27.27				27.51				27.42				27.59
Consolidated Units		42.4				40				39.5				50.5				37.2
	Year-over-year unit growth:
	North America	(11.3		)	%	(14.3		)	%	(16.9		)	%	(12.9		)	%	(17.5		)	%
	International	2.0				(0.6		)		3.4				3.0				(2.2		)
	Consolidated	(7.2		)		(10.1		)		(10.6		)		(7.5		)		(12.3		)
Headcount
	Sales (4)	2,404				2,373				2,334				2,268				2,377
	Other	4,235				4,262				4,197				4,308				3,928
	Total Headcount	6,639				6,635				6,531				6,576				6,305

(1) Represents the total dollar value of customer purchases of goods and services.

(2) 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.

(3) Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.

(4) Includes merchant sales representatives, as well as sales support personnel.

Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)  

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

	Q1 2018			Q2 2018			Q3 2018			Q4 2018			Q1 2019
Income (loss) from continuing operations	$	(2,795	)	$	(92,254	)	$	47,175		$	49,862		$	(41,170	)
Adjustments:
Stock-based compensation (1)	19,278			16,266			15,026			14,251			16,411
Depreciation and amortization	29,661			28,954			28,685			28,528			28,416
Acquisition-related expense (benefit), net	—			655			—			—			—
Restructuring charges	283			(399		)	35			(55		)	(67		)
IBM patent litigation	—			75,000			(40,400		)	—			—
Other (income) expense, net	8,515			26,457			4,860			13,176			46,855
Provision (benefit) for income taxes	(2,335		)	1,552			988			(1,162		)	(3,490		)
Total adjustments	55,402			148,485			9,194			54,738			88,125
Adjusted EBITDA	$	52,607		$	56,231		$	56,369		$	104,600		$	46,955

(1) Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of revenue and Marketing.

The following is a reconciliation of the Company's annual outlook for Adjusted EBITDA to the Company's outlook for the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.

	Year Ending December 31, 2019
Expected income (loss) from continuing operations	$	—
Expected adjustments:
Stock-based compensation		100,000
Depreciation and amortization		105,000
Other (income) expense, net		60,000
Provision (benefit) for income taxes		5,000
Total expected adjustments		270,000
Expected Adjusted EBITDA	$	270,000

The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions, changes in the fair values of investments, foreign currency gains or losses or unusual or infrequently occurring items that may occur during the remainder of 2019.

The following is a reconciliation of non-GAAP net income (loss) attributable to common stockholders to net income (loss) attributable to common stockholders and a reconciliation of non-GAAP net income (loss) per share to diluted net income (loss) per share for the three months ended March 31, 2019 and 2018.

	Three Months Ended March 31,
	2019			2018
Net income (loss) attributable to common stockholders	$	(42,487	)	$	(6,888	)
Less: Net income (loss) attributable to noncontrolling interest	(3,479		)	(4,093		)
Net income (loss)	(39,008		)	(2,795		)
Less: Income (loss) from discontinued operations, net of tax	2,162			—
Income (loss) from continuing operations	(41,170		)	(2,795		)
Less: Provision (benefit) for income taxes	(3,490		)	(2,335		)
Income (loss) from continuing operations before provision (benefit) for income taxes	(44,660		)	(5,130		)
Stock-based compensation	16,411			19,326
Amortization of acquired intangible assets	3,894			2,940
Restructuring charges	(67		)	283
Losses (gains), net from changes in fair value of investments	41,408			5,033
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings	4,194			(3,427		)
Non-cash interest expense on convertible senior notes	3,175			2,866
Non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes	24,355			21,891
Less: Non-GAAP provision (benefit) for income taxes	4,131			1,561
Non-GAAP net income (loss)	20,224			20,330
Net income attributable to noncontrolling interest	(3,479		)	(4,093		)
Non-GAAP net income (loss) attributable to common stockholders	$	16,745		$	16,237
Weighted-average shares of common stock - diluted	570,095,128			561,735,937
Effect of dilutive securities	5,096,202			9,955,028
Weighted-average shares of common stock - non-GAAP	575,191,330			571,690,965
Diluted net loss per share	$	(0.07	)	$	(0.01	)
Impact of non-GAAP adjustments and related tax effects	0.10			0.04
Non-GAAP net income per share	$	0.03		$	0.03

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

	Q1 2018			Q2 2018			Q3 2018			Q4 2018			Q1 2019
Net cash provided by (used in) operating activities from continuing operations	$	(119,747	)	$	44,175		$	(57,389	)	$	323,816		$	(147,483	)
Purchases of property and equipment and capitalized software from continuing operations	(20,144		)	(17,373		)	(16,094		)	(16,084		)	(17,477		)
Free cash flow	$	(139,891	)	$	26,802		$	(73,483	)	$	307,732		$	(164,960	)
Operating cash outflow related to the IBM settlement (1)	—			—			42,100			—			—
Free cash flow, excluding the impact of the IBM settlement	$	(139,891	)	$	26,802		$	(31,383	)	$	307,732		$	(164,960	)
Net cash provided by (used in) investing activities from continuing operations	$	(20,382	)	$	(75,714	)	$	(22,389	)	$	(17,497	)	$	(18,115	)
Net cash provided by (used in) financing activities	$	(20,899	)	$	(18,729	)	$	(9,720	)	$	(35,069	)	$	(27,777	)

(1) This amount represents the portion of the $57.5 million IBM settlement that was classified as an operating cash outflow. The remaining $15.4 million was capitalized for the license to use the patented technology in future periods under the terms of the settlement and license agreements and has been classified as an investing cash outflow. For additional information about the IBM settlement, refer to Item 8, Note 10, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2018.

EX-99.2

1 Q1 2019 LETTER TO STOCKHOLDERS Kenneth Brown Owner, Sisters of the New South in Savannah, Ga. Groupon merchant since 2013 DEAR FELLOW STOCKHOLDERS, Q1 2019 In the first quarter, Groupon continued to make important progress in our journey to build the daily habit in local commerce. Our team remains focused on transforming our business and accelerating the key investment areas we believe are necessary to capture the local marketplace opportunity. We are moving fast against our core strategic priorities and delivered solid Adjusted EBITDA in the process. Importantly, we did so in spite of continued traffic headwinds affecting our email and SEO channels. For the quarter, we delivered $578 million in revenue and $306 million in Gross Profit -- both better than expected. We also produced operating cash flow of $205 million and $138 million of free cash flow1 for the trailing 12 months, highlighting the benefits of our efforts to streamline our operations and the strong, scaled relationships we have with our merchants and customers. Even in the midst of a transformation and challenging market conditions, we believe we can produce solid financial results, continue to invest in our future and create value for shareholders. As I’ve mentioned before, we’re not happy with the traffic headwinds we’re facing, but we understand them -- in fact we believe many of the headwinds we’re facing are part and parcel of the traditional voucher business from which we’re moving away -- and our strategy is designed to diversify our traffic sources and build even more direct traffic over time. More than anything, we are determined not to allow near-term challenges to slow us down in executing our long-term strategy or distract us from the opportunity ahead. 1 Excluding IBM settlement

2 Q1 2019 LETTER TO STOCKHOLDERS Accordingly, we focused on building momentum on our core initiatives in the first quarter and accelerated a number of key programs. I’ll cover more of the details for each area of our strategy below, but the high level is this: we executed well on our initiatives in the quarter and are seeing strong improvements in our voucherless, customer experience and operational efficiency efforts. First and foremost is our progress on improving the customer experience, specifically our For merchants, booking efforts to make Groupon voucherless. As I mentioned last quarter, you’re going to see us taking materially reduces the much bolder steps here over the course of 2019. We’re early in the year, but that process has operational overhead begun. In North America for example, we’ve increased our voucherless inventory by more than of running Groupon 20% quarter-over-quarter, as more and more of our business becomes bookable, ticketed and card-linked. campaigns and gives them more control over In the last quarter, we made significant enhancements to our booking product for food & drink in their offers. Thanks to international markets. We are encouraged to see how receptive our merchants and consumers have been to these changes. this strong value proposition, we have For merchants, booking materially reduces the operational overhead of running Groupon seen great success in campaigns and gives them more control over their offers. Thanks to this strong value proposition, increasing the bookable we have seen great success in increasing the bookable supply on Groupon. For consumers, the benefits of booking are obvious -- increased transparency and convenience. With more supply supply on Groupon. being bookable, customer satisfaction has shown marked improvement. Arguably even more exciting is that we’re seeing purchase frequency increase for customers who buy and book. In several countries, the majority of our food & drink offers are now bookable. Given the strong response, we’re rapidly moving toward other categories and bringing both our partnership capabilities and proprietary booking software to more locales. In card-linked, we recently launched our first card-linked versions of the “classic” Groupon offer -- basically a frictionless, paperless version of our original voucher deals where customers pre-pay for a deep-discount offer. In addition, we began expanding our card-linked loyalty product to health and beauty merchants. This product adds a low-discount, card-linked offer to a merchant’s deal on Groupon in order to encourage and reward repeat visits. It’s still early for all of these initiatives but we’re very encouraged by the initial response. Importantly, these programs help Groupon move from being solely a customer acquisition engine for merchants to more of a full life-cycle partner, from acquisition to retention. With the vast majority of our traffic and transactions occurring on a mobile device, more than 200 million mobile downloads and a top-3 retail app in North America behind only Amazon and Wal-Mart, mobile is both a core strength and a built-in opportunity to materially drive the customer experience. We continue to push in this area -- particularly mobile web -- with a number of design and user experience tests aimed at making our apps easier to use, better at conversion and more intuitive. Though our teams are testing some significant changes to our mobile experiences, don’t expect a big bang approach to a new app here. Instead, look for us to roll out proven, winning user experience changes over the course of the year. Similarly, we continued expanding our open platform to increase the breadth and depth of our marketplace via partnerships. As I mentioned last quarter, our primary focus here in the first half is to clear our backlog of partner integrations. In the first quarter we launched our integrations with FTD and Ingresso in North America, both of which increase bookable inventory and buying options for our consumers. In International, we signed Musement to augment our Things to Do inventory.

3 Q1 2019 LETTER TO STOCKHOLDERS We also recognize Groupon’s potential as a distribution platform, as well as the value of connecting with consumers outside of our ecosystem. For example, in the quarter, we signed our first distribution partnership for card-linked offers with Augeo, which we’ll look to onboard later this year. This approach is a critical change for Groupon that we believe has significant value potential. We remain just Whereas our platform efforts to date have called for bringing partners to Groupon for distribution as committed to to our nearly 50 million customers, we will increasingly focus on bringing our growing catalog efficiency as of offers to other sites and partners to reach new audiences. we are to our While we had some recent challenges in International, we continue to believe in the long-term growth-oriented opportunity there and expect to continue investing in international growth. We saw Local strategic initiatives. Gross Profit grow 6% in the quarter, adjusting for foreign currency rates, and invested in our brand in key markets. It may take some time for the UK to get back on track in light of Brexit uncertainty, but we will lean into other markets where we see opportunity to spur customer growth. In addition, we will continue to roll out proven product enhancements to bridge the customer experience gap, particularly on mobile web. Finally, we continued our track record of operating with rigor. We remain just as committed to efficiency as we are to our growth-oriented strategic initiatives. In the quarter we improved SG&A by 5% year-over-year, as our team focused on automation, labor-cost optimization and process improvements in our service organization. I’m particularly proud of the work our Global Operations team has done to streamline our customer service processes and policies, which have resulted in lower refunds, lower costs and higher customer satisfaction scores. Moving into the second quarter, our sights are set squarely on increasing our early momentum on our strategic initiatives. Our intense focus and steady investment helped us outperform in Q1. We are not optimizing for any one quarter, however; we are focused on delivering on our commitments and capturing the long-term opportunity. Given we’re a bit ahead of where we expected coming out of the first quarter, we will leverage our over-performance to invest aggressively in scaling our initiatives in Q2 so that we can enter the second half strong. With that in mind, we are reiterating our full-year Adjusted EBITDA outlook of $270 million. As always, our team remains deeply committed to success on behalf of our customers, our merchants and our stockholders. We may still be in the midst of our transformation, but we’re seeing more signs that our strategy is working for consumers and merchants in ways the old Groupon couldn’t. There’s nothing easy about what we’re doing, but it’s an incredibly exciting time at the company. We’re moving fast and looking for every opportunity to further accelerate our efforts. I look forward to continuing to report on our progress. Best regards, Rich Williams CEO

4 Q1 2019 LETTER TO STOCKHOLDERS Maura Vella Co-owner, 105F Yoga in Chicago, IL Groupon merchant since 2010 APPENDIX Webcast Conference Call Details Wednesday, May 1, 2019 10:00 a.m. EDT Groupon will hold a conference call to discuss its first quarter 2019 financial results on Wednesday, May 1, 2019, at 10:00 a.m. EDT. The webcast can be accessed live at investor.groupon.com. A replay of the webcast will be available through the same link following the conference call, along with the earnings press release, financial tables and slide presentation. Non-GAAP Financial Measures and Operating Metrics This letter contains references to the following non-GAAP financial measures: Adjusted EBITDA and Free Cash Flow excluding IBM patent litigation. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and 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, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For additional information regarding these non-GAAP financial measures and reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see “Non- GAAP Reconciliation Schedules” and “Supplemental Financial and Operating Metrics” included in the tables accompanying the earnings press release announcing our financial results for the quarter ended March 31, 2019, posted to our Investor Relations site, investor.groupon.com. Note on Forward-Looking Statements The statements contained in this letter 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, 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, risks related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom’s likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; reliance on cloud-based computing platforms; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining and improving our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors or employees; tax liabilities; tax legislation; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness, including refinancing our credit facility; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior notes; our ability to 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 Annual Report on Form 10-K for the year ended December 31, 2018, our Quaterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (“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,” the “Company,” “we,” “our,” “us” and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise. 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, eat, see 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.