Tag: Deals

Groupon Grabs $250M Investment, Comcast Partnership

Groupon announced that it has secured a new $250 million investment from independent private company Atairos, which supports growth-oriented businesses. Michael Angelakis, Chairman and CEO of Atairos, will also join Groupon’s Board of Directors.

Atairos laucnhed earlier this year with $4 billion in committed capital. It’s led by Angelakis, who is the former Vice Chairman and CFO of Comcast.

“We are excited to be partnering with Groupon, the undisputed global leader in hyper-local commerce with nearly 50 million active customers,” he said. “Since creating the market in 2008, Groupon has redefined local commerce by increasing consumer buying power and changing the way businesses attract customers using modern mobile technology. We look forward to working closely with Groupon’s Board and management team as they pursue their strategic growth objectives.”

Groupon CEO Rich Williams said, “Our partnership with Atairos will help accelerate our transformation while better positioning us to execute on our strategy and mission to build the daily habit in local commerce — which we continued to make progress on in the first quarter. I am extremely pleased that a respected, long-term oriented partner like Atairos shares our view about the vast opportunity ahead for Groupon.”

“The reputation, strategic insights and operational acumen of Michael and his team will be a welcome addition to our company,” added Groupon Chairman and co-founder Eric Lefkofsky. “Michael joins a talented and dedicated Board, and brings a valuable perspective as we continue to scale our local business.”

Comcast will actually now work with Groupon and “implement potential strategic partnership opportunities.” The plan is to use Groupon’s local expertise with Comcast’s subscriber and advertiser network, though the details are yet to be announced.

Groupon will use the investment for “general corporate purposes” including stock repurchasing and a $200 million increase to its existing share repurchase program, which has been extended through April 2018.

Groupon announced in late February that it had sold its billionth Groupon and released this infographic breaking down some stats:

Last month, the company announced new merchant tools including a new tablet app. More on these here.

Images via Groupon

April 4, 2016
Groupon Celebrates A Billion Deals With Stat-Heavy Infographic

Groupon just announced that it recently sold its billionth Groupon, which it says puts it in the “the same elite company as Apple, McDonalds, Uber, The Beatles and Elvis, among others.”

“One billion is a lot of Groupons!” a spokesperson for Groupon says. “223 miles of burgers stacked, which is equal to 1,946 Seattle Space Needles stacked on top of each other, 134 million bowling balls thrown, which is equal to the entire populations of California, Texas, Florida, New York, Illinois and Pennsylvania combined, etc.”

The billionth Gruopon sold was an $11 for $20 promotion for pizza and Italian food at Pirrone’s Pizzeria in the St. Louis area.

Here’s a look at the kinds of Groupons they’ve sold over the years:

As long as we’re reflecting on Groupon’s history, here’s a little something founder (and ousted CEO) Andrew Mason posted a few months ago that’s worth reading:

I wrote something about Groupon, called "Why root for Groupon?" https://t.co/sAQSI0Mjda

— Andrew Mason (@andrewmason) November 20, 2015

Images via Groupon

February 26, 2016

Groupon’s ‘Stronger Than Expected’ Earnings Out

Groupon just reported its financials for Q4 with what the company calls “stronger than expected” results, including a record Black Friday and Cyber Monday period.

Revenue grew to $917.2 million from $883.2 million in the same quarter in 2014 (up 9% YoY). As the company notes, this is above guidance of $815-865 million and above consensus of $846 million.

Non-GAAP earnings per share was $0.04 in Q4 (above guidance of -$0.01 to $0.01) and consensus of $0.00.

In North America, the company saw its eighth consecutive quarter of double-digit growth. Billings grew 11% year-over-year while revenue grew 13% and units increased 12%. Active customers grew to 25.9 million and active deals increased to nearly 350,000 in North America. They added nearly 650,000 active customers in North America in Q4 – the most added in 5 quarters.

Worldwide, active customers grew 3% to 48.9 million while active deals grew 97% to about 650,000. This includes the addition of about 70,000 coupons.

Here’s the release in its entirety:

CHICAGO–(BUSINESS WIRE)– Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter and fiscal year ended December 31, 2015.

“2015 saw sustained progress toward our vision of making Groupon the daily habit in local commerce,” said CEO Rich Williams. “Following a stronger than expected fourth quarter, we enter 2016 with a continued focus on streamlining our global operations, reducing our reliance on low margin products in our shopping business and rekindling our customer acquisition efforts to set the stage for accelerated growth.”

Fourth Quarter 2015 Summary

Gross billings, which reflect the total dollar value of customer purchases of goods and services, was $1.71 billion in the fourth quarter 2015, compared with $1.72 billion in the fourth quarter 2014. Gross billings declined 1% globally, but grew 4% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America billings increased 11%, EMEA declined 2% and Rest of World declined 7%.

Revenue was $917.2 million in the fourth quarter 2015, compared with $883.2 million in the fourth quarter 2014. Revenue increased 4% globally, or 9% 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 13%, EMEA increased 3% and Rest of World declined 8%.

Gross profit was $371.7 million in the fourth quarter 2015, compared with $378.1 million in the fourth quarter 2014. Gross profit declined 2% globally, but grew 4% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter.

Adjusted EBITDA, a non-GAAP financial measure, was $67.0 million in the fourth quarter 2015, compared with $92.9 millionin the fourth quarter 2014.

Net loss attributable to common stockholders was $46.5 million, or $0.08 per share. Non-GAAP earnings attributable to common stockholders was $23.3 million, or $0.04 per share.

Operating cash flow for the trailing twelve months ended December 31, 2015 was $292.1 million. Free cash flow, a non-GAAP financial measure, was $233.5 million in the fourth quarter 2015, bringing free cash flow for the trailing twelve months ended December 31, 2015 to $208.1 million.

Cash and cash equivalents as of December 31, 2015 was $853.4 million and we had no outstanding borrowings under our revolving credit facility.

Full Year 2015 Summary

Gross billings was $6.3 billion in 2015, compared with $6.2 billion in 2014. Gross billings was approximately flat, but grew 8% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year. On this F/X neutral basis, North America billings increased 12%, EMEA increased 3% and Rest of World was approximately flat.

Revenue was $3.1 billion in 2015, compared with $3.0 billion in 2014. Revenue grew 3% globally, or 9% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year. On this F/X neutral basis,North America revenue increased 12%, EMEA increased 7% and Rest of World declined 6%.

Gross profit was $1.4 billion in 2015, compared with $1.5 billion in 2014. Gross profit declined 5%, but grew 2% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year.

Adjusted EBITDA was $256.8 million in 2015, compared with $262.3 million in 2014.

Net earnings attributable to common stockholders were $20.7 million, or $0.03 per share. Earnings per share includes $0.19from discontinued operations, which was driven by the gain on our sale of a controlling stake in Ticket Monster. Non-GAAP earnings attributable to common stockholders was $91.0 million, or $0.14 per share.

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

Units: Global units, defined as vouchers and products sold before cancellations and refunds, were approximately flat year-over-year at 62 million for the fourth quarter 2015. North America units increased 12%, EMEA units declined 3% and Rest of World units declined 31%.

Active deals: At the end of the fourth quarter 2015, on average, active deals were approximately 650,000 globally, with nearly 350,000 in North America. Both include approximately 70,000 Coupons.

Active customers: Active customers, or customers that have purchased a voucher or product within the last twelve months, grew 3% year-over-year, to 48.9 million as of December 31, 2015, comprising 25.9 million in North America, 15.4 million in EMEA, and 7.6 million in Rest of World.

Customer spend: Fourth quarter 2015 trailing twelve month billings per average active customer was $130, compared with$137 in the fourth quarter 2014.

Share Repurchase

During the fourth quarter 2015, Groupon repurchased 35,326,954 shares of its Class A common stock for an aggregate purchase price of $112.5 million, as of December 31, 2015. Up to $156.8 million of Class A common stock remained available for repurchase under Groupon’s share repurchase program through August 2017. 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 $80 million and $130 million. Moving forward, we are only providing annual Revenue and adjusted EBITDA guidance, which we will update quarterly.

Conference Call

A conference call will be webcast live today at 4:00 p.m. CST / 5:00 p.m. EST, 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 Regulation 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 twelve months ended December 31, 2015, items that we believe to be unusual in nature or infrequently occurring were (a) charges related to our restructuring program, (b) the gain on our disposition of Groupon India, (c) the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and (d) the expense related to a significant increase in the contingent liability for our securities litigation matter. 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 other 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 stockholders and non-GAAP earnings (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 operations and

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. 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 ended December 31, 2015 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 at http://investor.groupon.com or the SEC’s web site at www.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 February 11, 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 a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company’s global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.

Groupon is redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities, and point-of-sale solutions that help businesses grow and operate more effectively. To search for great deals or subscribe to Groupon emails, visit www.Groupon.com. To download Groupon’s top-rated mobile apps, visit www.groupon.com/mobile. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.GrouponWorks.com

Groupon, Inc.

Summary Consolidated and Segment Results

(in thousands, except share and per share amounts)

(unaudited)

The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year endedDecember 31, 2015. Additionally, the assets and liabilities of Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.

Three Months Ended Year Ended

December 31, December 31,

Y/Y % Growth Y/Y % Growth

FX Effect excluding FX Effect excluding

2015 2014 Y/Y % Growth ⁽²⁾ FX ⁽²⁾ 2015 2014 Y/Y % Growth ⁽²⁾ FX ⁽²⁾

Gross Billings⁽¹⁾:

North America $ 1,050,361 $ 948,579 10.7 % $ (1,511 ) 10.9 % $ 3,709,797 $ 3,303,479 12.3 % $ (5,415 ) 12.5 %

EMEA 487,147 560,541 (13.1 ) (61,482 ) (2.1 ) 1,794,354 2,046,807 (12.3 ) (317,640 ) 3.2

Rest of World 169,484 215,549 (21.4 ) (31,574 ) (6.7 ) 751,389 887,546 (15.3 ) (132,679 ) (0.4 )

Consolidated gross billings $ 1,706,992 $ 1,724,669 (1.0 ) % $ (94,567 ) 4.5 % $ 6,255,540 $ 6,237,832 0.3 % $ (455,734 ) 7.6 %

Revenue:

North America $ 622,647 $ 550,974 13.0 % $ (408 ) 13.1 % $ 2,047,742 $ 1,824,461 12.2 % $ (1,351 ) 12.3 %

EMEA 248,326 272,475 (8.9 ) (33,198 ) 3.3 867,880 961,130 (9.7 ) (157,892 ) 6.7

Rest of World 46,197 59,779 (22.7 ) (8,785 ) (8.0 ) 203,894 256,532 (20.5 ) (36,932 ) (6.1 )

Consolidated revenue $ 917,170 $ 883,228 3.8 % $ (42,391 ) 8.6 % $ 3,119,516 $ 3,042,123 2.5 % $ (196,175 ) 9.0 %

Income (loss) from operations $ (5,423 ) $ 33,640 (116.1 ) % $ (2,742 ) (108.0 ) % $ (79,777 ) $ 30,701 (359.9 ) % $ (2,064 ) (353.1 ) %

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Income (loss) from discontinued operations, net of tax ⁽³⁾ (10,613 ) (15,182 ) 122,850 (45,446 )

Net income (loss) attributable toGroupon, Inc. $ (46,528 ) $ 8,788 $ 20,668 $ (73,090 )

Basic net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Basic net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Diluted net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Diluted net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Weighted average number of shares outstanding

Basic 607,517,010 671,885,967 650,106,225 674,832,393

Diluted 607,517,010 681,543,847 650,106,225 674,832,393

⁽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 periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽³⁾ The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months endedDecember 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company’s net deferred tax assets in the United States.

Groupon, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended December 31, Year Ended December 31,

2015 2014 2015 2014

Operating activities

Net income (loss) $ (43,165 ) $ 11,384 $ 33,679 $ (63,919 )

Less: Income (loss) from discontinued operations, net of tax (10,613 ) (15,182 ) 122,850 (45,446 )

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of property, equipment and software 28,807 25,414 113,048 94,145

Amortization of acquired intangible assets 4,956 4,708 19,922 20,896

Stock-based compensation 32,865 29,961 142,069 115,290

Restructuring-related long-lived asset impairments 6,922 — 7,267 —

Gain on disposition of business — — (13,710 ) —

Deferred income taxes 6,267 (9,168 ) (8,985 ) (11,124 )

Excess tax benefits on stock-based compensation (1,431 ) (3,407 ) (7,629 ) (15,980 )

Loss on equity method investments — — — 459

Gain (loss) from changes in fair value of contingent consideration 508 (1,385 ) 240 (2,444 )

Loss from changes in fair value of investments 829 — 2,943 —

Impairments of investments — — — 2,036

Change in assets and liabilities, net of acquisitions:

Restricted cash 75 (491 ) 4,630 7,195

Accounts receivable 6,960 10,280 13,313 (16,277 )

Prepaid expenses and other current assets 61,358 36,816 21,545 13,933

Accounts payable 9,545 (1,073 ) 8,601 (14,046 )

Accrued merchant and supplier payables 142,069 155,991 40,217 54,921

Accrued expenses and other current liabilities (1,174 ) 11,117 56,040 (9,986 )

Other, net (16,980 ) (12,057 ) (18,222 ) 31,952

Net cash provided by (used in) operating activities from continuing operations 249,024 273,272 292,118 252,497

Net cash provided by (used in) operating activities from discontinued operations (670 ) 13,550 (37,248 ) 36,327

Net cash provided by (used in) operating activities 248,354 286,822 254,870 288,824

Net cash provided by (used in) investing activities from continuing operations (31,238 ) (35,175 ) (177,250 ) (152,818 )

Net cash provided by (used in) investing activities from discontinued operations — (714 ) 244,470 (76,638 )

Net cash provided by (used in) investing activities (31,238 ) (35,889 ) 67,220 (229,456 )

Net cash provided by (used in) financing activities (322,166 ) (21,088 ) (508,156 ) (194,156 )

Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale (5,147 ) (13,100 ) (32,485 ) (33,771 )

Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale (110,197 ) 216,745 (218,551 ) (168,559 )

Less: Net increase (decrease) in cash classified within current assets held for sale — 11,955 (55,279 ) 55,279

Net increase (decrease) in cash and cash equivalents (110,197 ) 204,790 (163,272 ) (223,838 )

Cash and cash equivalents, beginning of period 963,559 811,844 1,016,634 1,240,472

Cash and cash equivalents, end of period $ 853,362 $ 1,016,634 $ 853,362 $ 1,016,634

Groupon, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months EndedDecember 31, Year Ended December 31,

2015 2014 2015 2014

Revenue:

Third party and other $ 345,260 $ 367,902 $ 1,372,533 $ 1,501,011

Direct 571,910 515,326 1,746,983 1,541,112

Total revenue 917,170 883,228 3,119,516 3,042,123

Cost of revenue:

Third party and other 43,640 49,725 188,932 203,058

Direct 501,790 455,394 1,545,519 1,373,756

Total cost of revenue 545,430 505,119 1,734,451 1,576,814

Gross profit 371,740 378,109 1,385,065 1,465,309

Operating expenses:

Marketing 83,208 59,812 254,335 241,954

Selling, general and administrative 287,976 285,466 1,192,792 1,191,385

Restructuring charges 5,422 — 29,568 —

Gain on disposition of business — — (13,710 ) —

Acquisition-related expense (benefit), net 557 (809 ) 1,857 1,269

Total operating expenses 377,163 344,469 1,464,842 1,434,608

Income (loss) from operations (5,423 ) 33,640 (79,777 ) 30,701

Other income (expense), net ⁽¹⁾ (3,393 ) (11,531 ) (28,539 ) (33,450 )

Income (loss) from continuing operations before provision (benefit) for income taxes (8,816 ) 22,109 (108,316 ) (2,749 )

Provision (benefit) for income taxes 23,736 (4,457 ) (19,145 ) 15,724

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Income (loss) from discontinued operations, net of tax (10,613 ) (15,182 ) 122,850 (45,446 )

Net income (loss) (43,165 ) 11,384 33,679 (63,919 )

Net income (loss) attributable to noncontrolling interests (3,363 ) (2,596 ) (13,011 ) (9,171 )

Net income (loss) attributable to Groupon, Inc. $ (46,528 ) $ 8,788 $ 20,668 $ (73,090 )

Basic net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Basic net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Diluted net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Diluted net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Weighted average number of shares outstanding

Basic 607,517,010 671,885,967 650,106,225 674,832,393

Diluted 607,517,010 681,543,847 650,106,225 674,832,393

⁽¹⁾ Other income (expense), net includes foreign currency losses of $1.7 million and $11.4 million for the three months endedDecember 31, 2015 and 2014, respectively, and foreign currency losses of $23.8 million and $31.5 million for the year endedDecember 31, 2015 and 2014, respectively.

Groupon, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

December 31,

2015 2014

Assets

Current assets:

Cash and cash equivalents $ 853,362 $ 1,016,634

Accounts receivable, net 68,175 90,597

Prepaid expenses and other current assets 153,705 192,382

Current assets held for sale — 85,445

Total current assets 1,075,242 1,385,058

Property, equipment and software, net 198,897 176,004

Goodwill 287,332 236,756

Intangible assets, net 36,483 30,609

Investments (including $163.7 million and $7.4 million at December 31, 2015 and December 31, 2014, respectively, at fair value) 178,236 24,298

Deferred income taxes 3,454 57,594

Other non-current assets 16,620 16,173

Non-current assets held for sale — 301,105

Total Assets $ 1,796,264 $ 2,227,597

Liabilities and Equity

Current liabilities:

Accounts payable $ 24,590 $ 13,822

Accrued merchant and supplier payables 776,211 772,156

Accrued expenses and other current liabilities 402,724 341,381

Current liabilities held for sale — 166,239

Total current liabilities 1,203,525 1,293,598

Deferred income taxes 8,612 32,771

Other non-current liabilities 113,540 129,531

Non-current liabilities held for sale — 6,753

Total Liabilities 1,325,677 1,462,653

Commitments and contingencies (see Note 10)

Stockholders’ Equity

Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014 72 70

Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015 and December 31, 2014 — —

Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and December 31, 2014 — —

Additional paid-in capital 1,964,453 1,847,420

Treasury stock, at cost, 128,468,165 shares at December 31, 2015 and 27,239,104 shares atDecember 31, 2014 (645,041 ) (198,467 )

Accumulated deficit (901,292 ) (921,960 )

Accumulated other comprehensive income (loss) 51,206 35,763

Total Groupon, Inc. Stockholders’ Equity 469,398 762,826

Noncontrolling interests 1,189 2,118

Total Equity 470,587 764,944

Total Liabilities and Equity $ 1,796,264 $ 2,227,597

Groupon, Inc.

Segment Information

(in thousands)

(unaudited)

Three Months Ended December 31, Year Ended December 31,

2015 2014 2015 2014

North America

Gross billings ⁽¹⁾ $ 1,050,361 $ 948,579 $ 3,709,797 $ 3,303,479

Revenue 622,647 550,974 2,047,742 1,824,461

Segment cost of revenue and operating expenses ^(2)(3)(4) 625,171 520,140 2,029,643 1,755,113

Segment operating income (loss) ⁽²⁾ $ (2,524 ) $ 30,834 $ 18,099 $ 69,348

Segment operating income (loss) as a percent of segment gross billings (0.2 )% 3.3 % 0.5 % 2.1 %

Segment operating income (loss) as a percent of segment revenue (0.4 )% 5.6 % 0.9 % 3.8 %

EMEA

Gross billings ⁽¹⁾ $ 487,147 $ 560,541 $ 1,794,354 $ 2,046,807

Revenue 248,326 272,475 867,880 961,130

Segment cost of revenue and operating expenses ^(2)(4)(5) 211,443 237,468 797,786 857,062

Segment operating income ⁽²⁾ $ 36,883 $ 35,007 $ 70,094 $ 104,068

Segment operating income as a percent of segment gross billings 7.6 % 6.2 % 3.9 % 5.1 %

Segment operating income as a percent of segment revenue 14.9 % 12.8 % 8.1 % 10.8 %

Rest of World

Gross billings ⁽¹⁾ $ 169,484 $ 215,549 $ 751,389 $ 887,546

Revenue 46,197 59,779 203,894 256,532

Segment cost of revenue and operating expenses ⁽²⁾⁽⁴⁾ 52,731 62,828 228,273 282,688

Segment operating loss ⁽²⁾ $ (6,534 ) $ (3,049 ) $ (24,379 ) $ (26,156 )

Segment operating loss as a percent of segment gross billings (3.9 )% (1.4 )% (3.2 )% (2.9 )%

Segment operating loss as a percent of segment revenue (14.1 )% (5.1 )% (12.0 )% (10.2 )%

⁽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 North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company’s contingent liability for its securities litigation matter.

⁽⁴⁾ Segment cost of revenue and operating expenses for the three months ended December 31, 2015 includes restructuring charges (credits) of $9.1 million in North America, $(3.6) million in EMEA and $(0.1) million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million inNorth America, $16.1 million in EMEA and $3.0 million in Rest of World.

⁽⁵⁾ Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 millionexpense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.

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.”

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Income (loss) from continuing operations $ 26,566 $ (16,739) $ (15,267) $ (24,613) $ (32,552)

Adjustments:

Stock-based compensation ⁽¹⁾ 29,961 35,144 38,467 35,432 32,691

Depreciation and amortization 30,122 32,200 31,372 35,635 33,763

Acquisition-related expense (benefit), net (809) (269) 505 1,064 557

Restructuring charges — — — 24,146 5,422

Gain on disposition of business — — — (13,710) —

Prepaid marketing write-off — — — 6,690 —

Securities litigation expense — — — 37,500 —

Non-operating expense (income), net 11,531 19,927 (2,941) 8,160 3,393

Provision (benefit) for income taxes (4,457) 2,107 8,982 (53,970) 23,736

Total adjustments 66,348 89,109 76,385 80,947 99,562

Adjusted EBITDA $ 92,914 $ 72,370 $ 61,118 $ 56,334 $ 67,010

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

The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the years ended December 31, 2015 and 2014:

Year Ended December 31,

2015 2014

Income (loss) from continuing operations $ (89,171 ) $ (18,473 )

Adjustments:

Stock-based compensation ⁽¹⁾ 141,734 115,290

Depreciation and amortization 132,970 115,041

Acquisition-related expense (benefit), net 1,857 1,269

Restructuring charges 29,568 —

Gain on disposition of business (13,710 ) —

Prepaid marketing write-off 6,690 —

Securities litigation expense 37,500 —

Non-operating expense (income), net 28,539 33,450

Provision (benefit) for income taxes (19,145 ) 15,724

Total adjustments 346,003 280,774

Adjusted EBITDA $ 256,832 $ 262,301

⁽¹⁾ Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

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 and year ended December 31, 2015:

Three Months Ended Year Ended

December 31, 2015 December 31, 2015

Net income (loss) attributable to common stockholders $ (46,528 ) $ 20,668

Stock-based compensation 32,865 142,069

Amortization of acquired intangible assets 4,956 19,922

Acquisition-related expense (benefit), net 557 1,857

Restructuring charges 5,422 29,568

Gain on disposition of business — (13,710 )

Prepaid marketing write-off — 6,690

Securities litigation expense — 37,500

Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings⁽¹⁾ (400 ) 20,266

Loss from changes in fair value of investments 829 2,943

Income tax effect of above adjustments 14,979 (53,953 )

Loss (income) from discontinued operations, net of tax 10,613 (122,850 )

Non-GAAP net income (loss) attributable to common stockholders $ 23,293 $ 90,970

Diluted shares 607,517,010 650,106,225

Incremental diluted shares 6,367,291 6,854,909

Adjusted diluted shares 613,884,301 656,961,134

Diluted net income (loss) per share ⁽²⁾ $ (0.08 ) $ 0.03

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, income (loss) from discontinued operations and related tax effects 0.12 0.11

Non-GAAP net income (loss) per share $ 0.04 $ 0.14

⁽¹⁾ For the three months and year ended December 31, 2015, a $3.7 million net cumulative translation adjustment gain was reclassified to earnings as a result of the Company’s exit from certain countries as part of its restructuring plan. For the year ended December 31, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

⁽²⁾ The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.

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 changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Three Months Ended December 31, 2015 Three Months Ended December 31, 2015

At Avg. Q4 2014 Exchange Rate As At Avg. Q3 2015 Exchange Rate As

Rates ⁽¹⁾ Effect ⁽²⁾ Reported Rates ⁽³⁾ Effect ⁽²⁾ Reported

Gross billings $ 1,801,559 $ (94,567 ) $ 1,706,992 $ 1,721,580 $ (14,588 ) $ 1,706,992

Revenue 959,561 (42,391 ) 917,170 923,903 (6,733 ) 917,170

Income (loss) from operations $ (2,681 ) $ (2,742 ) $ (5,423 ) $ (4,620 ) $ (803 ) $ (5,423 )

The effect on the Company’s gross billings, revenue and income (loss) from operations from changes in exchange rates versus theU.S. Dollar for the year ended December 31, 2015 was as follows:

Year Ended December 31, 2015 Year Ended December 31, 2015

At Avg. Q4 At Avg. Q4’14-

2014 YTD Exchange Rate As Q3’15 Exchange Rate As

Rates ⁽¹⁾ Effect ⁽²⁾ Reported Rates ⁽³⁾ Effect ⁽²⁾ Reported

Gross billings $ 6,711,274 $ (455,734 ) $ 6,255,540 $ 6,346,012 $ (90,472 ) $ 6,255,540

Revenue 3,315,691 (196,175 ) 3,119,516 3,158,228 (38,712 ) 3,119,516

Income (loss) from operations $ (77,713 ) $ (2,064 ) $ (79,777 ) $ (78,679 ) $ (1,098 ) $ (79,777 )

⁽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 and year ended December 31, 2014.

⁽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 and twelve months ended September 30, 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.

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

EMEA Gross billings growth, excluding FX 8 % 7 % 9 % (1 ) % (2 ) %

FX Effect (9 ) (18 ) (19 ) (14 ) (11 )

EMEA Gross billings growth (1 ) % (11 ) % (10 ) % (15 ) % (13 ) %

Rest of World Gross billings growth, excluding FX — % (1 ) % 6 % — % (7 ) %

FX Effect (10 ) (11 ) (15 ) (19 ) (14 )

Rest of World Gross billings growth (10 ) % (12 ) % (9 ) % (19 ) % (21 ) %

Consolidated Gross billings growth, excluding FX 13 % 10 % 10 % 6 % 4 %

FX Effect (5 ) (8 ) (8 ) (8 ) (5 )

Consolidated Gross billings growth 8 % 2 % 2 % (2 ) % (1 ) %

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.

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

EMEA Revenue growth, excluding FX 18 % 13 % 9 % 2 % 3 %

FX Effect (10 ) (19 ) (19 ) (15 ) (12 )

EMEA Revenue growth 8 % (6 ) % (10 ) % (13 ) % (9 ) %

Rest of World Revenue growth, excluding FX (9 ) % (8 ) % (4 ) % (5 ) % (8 ) %

FX Effect (10 ) (10 ) (14 ) (18 ) (15 )

Rest of World Revenue growth (19 ) % (18 ) % (18 ) % (23 ) % (23 ) %

Consolidated Revenue growth, excluding FX 19 % 10 % 11 % 7 % 9 %

FX Effect (4 ) (7 ) (8 ) (7 ) (5 )

Consolidated Revenue growth 15 % 3 % 3 % — % 4 %

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 December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 532,015 $ (861 ) $ 531,154 $ 499,250 6.4 % 6.6 %

Travel:

Third party 89,589 (200 ) 89,389 80,296 11.3 % 11.6 %

Total services 621,604 (1,061 ) 620,543 579,546 7.1 % 7.3 %

Goods:

Third party 13,401 (450 ) 12,951 8,277 56.5 % 61.9 %

Direct 416,867 — 416,867 360,756 15.6 15.6

Total 430,268 (450 ) 429,818 369,033 16.5 % 16.6

Total gross billings $ 1,051,872 $ (1,511 ) $ 1,050,361 $ 948,579 10.7 % 10.9 %

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 December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 219,817 $ (22,372 ) $ 197,445 $ 242,119 (18.5 ) % (9.2 ) %

Travel:

Third party 68,439 $ (8,603 ) 59,836 72,710 (17.7 ) % (5.9 ) %

Total services 288,256 (30,975 ) 257,281 314,829 (18.3 ) % (8.4 ) %

Goods:

Third party 92,612 (9,317 ) 83,295 99,710 (16.5 ) % (7.1 ) %

Direct 167,761 (21,190 ) 146,571 146,002 0.4 14.9

Total 260,373 (30,507 ) 229,866 245,712 (6.4 ) % 6.0 %

Total gross billings $ 548,629 $ (61,482 ) $ 487,147 $ 560,541 (13.1 ) % (2.1 ) %

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 December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 99,590 $ (16,160 ) $ 83,430 $ 105,420 (20.9 ) % (5.5 ) %

Travel:

Third party 31,010 $ (5,641 ) 25,369 32,313 (21.5 ) % (4.0 ) %

Total services 130,600 (21,801 ) 108,799 137,733 (21.0 ) % (5.2 ) %

Goods:

Third party 60,357 (8,144 ) 52,213 69,248 (24.6 ) % (12.8 ) %

Direct 10,101 (1,629 ) 8,472 8,568 (1.1 ) 17.9

Total 70,458 (9,773 ) 60,685 77,816 (22.0 ) % (9.5 ) %

Total gross billings $ 201,058 $ (31,574 ) $ 169,484 $ 215,549 (21.4 ) % (6.7 ) %

The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 851,422 $ (39,393) $ 812,029 $ 846,789 (4.1) % 0.5 %

Travel:

Third party $ 189,038 $ (14,444) 174,594 185,319 (5.8) % 2.0 %

Total services 1,040,460 (53,837) 986,623 1,032,108 (4.4) % 0.8 %

Goods:

Third party 166,370 (17,911) 148,459 177,235 (16.2) % (6.1) %

Direct 594,729 (22,819) 571,910 515,326 11.0 15.4

Total 761,099 (40,730) 720,369 692,561 4.0 % 9.9 %

Total gross billings $ 1,801,559 $ (94,567) $ 1,706,992 $ 1,724,669 (1.0) % 4.5 %

⁽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 December 31, 2014.

⁽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) (10)}

(financial data in thousands; active customers in millions)

(unaudited)

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Segments

North America Segment:

Gross Billings ⁽¹⁾:

Local ⁽²⁾Gross Billings $ 499,250 $ 512,558 $ 499,378 $ 481,608 $ 531,154

Travel Gross Billings 80,296 96,678 102,908 101,801 89,389

Gross Billings – Services 579,546 609,236 602,286 583,409 620,543

Gross Billings – Goods 369,033 284,741 293,970 285,794 429,818

Total Gross Billings $ 948,579 $ 893,977 $ 896,256 $ 869,203 $ 1,050,361

Year-over-year growth 20 % 14 % 12 % 12 % 11 %

% Third Party and Other 62 % 69 % 68 % 68 % 60 %

% Direct 38 % 31 % 32 % 32 % 40 %

Gross Billings Trailing Twelve Months (TTM) $ 3,303,479 $ 3,415,687 $ 3,513,098 $ 3,608,015 $ 3,709,797

Revenue ⁽³⁾:

Local Revenue $ 170,946 $ 180,864 $ 172,461 $ 163,786 $ 184,201

Travel Revenue 17,165 19,989 21,958 21,394 18,390

Revenue – Services 188,111 200,853 194,419 185,180 202,591

Revenue – Goods 362,863 279,029 286,863 278,751 420,056

Total Revenue $ 550,974 $ 479,882 $ 481,282 $ 463,931 $ 622,647

Year-over-year growth 24 % 11 % 14 % 11 % 13 %

% Third Party and Other 35 % 42 % 41 % 40 % 33 %

% Direct 65 % 58 % 59 % 60 % 67 %

Revenue TTM $ 1,824,461 $ 1,873,281 $ 1,930,632 $ 1,976,069 $ 2,047,742

Gross Profit ⁽⁴⁾:

Local Gross Profit $ 147,582 $ 154,776 $ 147,574 $ 138,798 $ 159,745

% of North America Local Gross Billings 29.6 % 30.2 % 29.6 % 28.8 % 30.1 %

Travel Gross Profit 14,187 15,791 18,385 17,644 15,207

% of North America Travel Gross Billings 17.7 % 16.3 % 17.9 % 17.3 % 17.0 %

Gross Profit – Services 161,769 170,567 165,959 156,442 174,952

% of North America Services Gross Billings 27.9 % 28.0 % 27.6 % 26.8 % 28.2 %

Gross Profit – Goods 34,404 23,923 30,598 34,801 44,329

% of North America Goods Gross Billings 9.3 % 8.4 % 10.4 % 12.2 % 10.3 %

Total Gross Profit $ 196,173 $ 194,490 $ 196,557 $ 191,243 $ 219,281

Year-over-year growth 13 % 8 % 9 % 9 % 12 %

% Third Party and Other 83 % 88 % 85 % 83 % 81 %

% Direct 17 % 12 % 15 % 17 % 19 %

% of North America Total Gross Billings 20.7 % 21.8 % 21.9 % 22.0 % 20.9 %

EMEA Segment:

Gross Billings:

Local Gross Billings $ 242,119 $ 217,598 $ 198,553 $ 182,540 $ 197,445

Travel Gross Billings 72,710 65,065 59,544 64,916 59,836

Gross Billings – Services 314,829 282,663 258,097 247,456 257,281

Gross Billings – Goods 245,712 176,526 175,439 167,026 229,866

Total Gross Billings $ 560,541 $ 459,189 $ 433,536 $ 414,482 $ 487,147

Year-over-year growth (1 ) % (11 ) % (10 ) % (15 ) % (13 ) %

Year-over-year growth, excluding FX ⁽⁵⁾ 8 % 7 % 9 % (1 ) % (2 ) %

% Third Party and Other 74 % 77 % 76 % 75 % 70 %

% Direct 26 % 23 % 24 % 25 % 30 %

Gross Billings TTM $ 2,046,807 $ 1,992,408 $ 1,942,689 $ 1,867,748 $ 1,794,354

Revenue:

Local Revenue $ 95,572 $ 82,536 $ 75,543 $ 70,781 $ 73,225

Travel Revenue 16,321 14,717 13,100 13,561 11,681

Revenue – Services 111,893 97,253 88,643 84,342 84,906

Revenue – Goods 160,582 118,967 115,404 114,945 163,420

Total Revenue $ 272,475 $ 216,220 $ 204,047 $ 199,287 $ 248,326

Year-over-year growth 8 % (6 ) % (10 ) % (13 ) % 9 %

Year-over-year growth, excluding FX 18 % 13 % 9 % 2 % 3 %

% Third Party and Other 46 % 51 % 48 % 48 % 41 %

% Direct 54 % 49 % 52 % 52 % 59 %

Revenue TTM $ 961,130 $ 946,457 $ 922,814 $ 892,029 $ 867,880

Gross Profit:

Local Gross Profit $ 90,150 $ 77,356 $ 70,270 $ 66,288 $ 68,966

% of EMEA Local Gross Billings 37.2 % 35.5 % 35.4 % 36.3 % 34.9 %

Travel Gross Profit 15,226 12,400 11,939 12,323 10,732

% of EMEA Travel Gross Billings 20.9 % 19.1 % 20.1 % 19.0 % 17.9 %

Gross Profit – Services 105,376 89,756 82,209 78,611 79,698

% of EMEA Services Gross Billings 33.5 % 31.8 % 31.9 % 31.8 % 31.0 %

Gross Profit – Goods 38,154 25,481 21,878 24,905 43,026

% of EMEA Goods Gross Billings 15.5 % 14.4 % 12.5 % 14.9 % 18.7 %

Total Gross Profit $ 143,530 $ 115,237 $ 104,087 $ 103,516 $ 122,724

Year-over-year growth (6 ) % (18 ) % (26 ) % (21 ) % (14 ) %

% Third Party and Other 82 % 87 % 86 % 86 % 77 %

% Direct 18 % 13 % 14 % 14 % 23 %

% of EMEA Total Gross Billings 25.6 % 25.1 % 24.0 % 25.0 % 25.2 %

Rest of World Segment:

Gross Billings:

Local Gross Billings $ 105,420 $ 99,735 $ 100,403 $ 92,972 $ 83,430

Travel Gross Billings 32,313 32,946 31,263 30,709 25,369

Gross Billings – Services 137,733 132,681 131,666 123,681 108,799

Gross Billings – Goods 77,816 66,154 67,555 60,168 60,685

Total Gross Billings $ 215,549 $ 198,835 $ 199,221 $ 183,849 $ 169,484

Year-over-year growth (10 ) % (12 ) % (9 ) % (19 ) % (21 ) %

Year-over-year growth, excluding FX — % (1 ) % 6 % — % (7 ) %

% Third Party and Other 96 % 98 % 97 % 96 % 95 %

% Direct 4 % 2 % 3 % 4 % 5 %

Gross Billings TTM $ 887,546 $ 861,032 $ 840,243 $ 797,454 $ 751,389

Revenue:

Local Revenue $ 32,264 $ 30,281 $ 28,499 $ 26,372 $ 22,229

Travel Revenue 5,757 6,495 6,363 6,135 5,098

Revenue – Services 38,021 36,776 34,862 32,507 27,327

Revenue – Goods 21,758 17,478 18,204 17,870 18,870

Total Revenue $ 59,779 $ 54,254 $ 53,066 $ 50,377 $ 46,197

Year-over-year growth (19 ) % (18 ) % (18 ) % (23 ) % (23 ) %

Year-over-year growth, excluding FX (9 ) % (8 ) % (4 ) % (5 ) % (8 ) %

% Third Party and Other 86 % 91 % 87 % 86 % 82 %

% Direct 14 % 9 % 13 % 14 % 18 %

Revenue TTM $ 256,532 $ 244,326 $ 232,802 $ 217,476 $ 203,894

Gross Profit:

Local Gross Profit $ 27,175 $ 26,161 $ 24,567 $ 22,568 $ 18,889

% of Rest of World Local Gross Billings 25.8 % 26.2 % 24.5 % 24.3 % 22.6 %

Travel Gross Profit 3,815 4,906 5,012 4,859 4,040

% of Rest of World Travel Gross Billings 11.8 % 14.9 % 16.0 % 15.8 % 15.9 %

Gross Profit – Services 30,990 31,067 29,579 27,427 22,929

% of Rest of World Services Gross Billings 22.5 % 23.4 % 22.5 % 22.2 % 21.1 %

Gross Profit – Goods 7,416 6,612 6,784 6,726 6,806

% of Rest of World Goods Gross Billings 9.5 % 10.0 % 10.0 % 11.2 % 11.2 %

Total Gross Profit $ 38,406 $ 37,679 $ 36,363 $ 34,153 $ 29,735

Year-over-year growth (24 ) % (16 ) % (20 ) % (28 ) % (23 ) %

% Third Party and Other 96 % 99 % 99 % 99 % 99 %

% Direct 4 % 1 % 1 % 1 % 1 %

% of Rest of World Total Gross Billings 17.8 % 18.9 % 18.3 % 18.6 % 17.5 %

Consolidated Results of Operations:

Gross Billings:

Local Gross Billings $ 846,789 $ 829,891 $ 798,334 $ 757,120 $ 812,029

Travel Gross Billings 185,319 194,689 193,715 197,426 174,594

Gross Billings – Services 1,032,108 1,024,580 992,049 954,546 986,623

Gross Billings – Goods 692,561 527,421 536,964 512,988 720,369

Total Gross Billings $ 1,724,669 $ 1,552,001 $ 1,529,013 $ 1,467,534 $ 1,706,992

Year-over-year growth 8 % 2 % 2 % (2 ) % (1 ) %

Year-over-year growth, excluding FX 13 % 10 % 10 % 6 % 4 %

% Third Party and Other 70 % 75 % 74 % 74 % 66 %

% Direct 30 % 25 % 26 % 26 % 34 %

Gross Billings TTM $ 6,237,832 $ 6,269,127 $ 6,296,030 $ 6,273,217 $ 6,255,540

Year-over-year growth 8 % 7 % 6 % 3 % — %

Revenue:

Local Revenue $ 298,782 $ 293,681 $ 276,503 $ 260,939 $ 279,655

Travel Revenue 39,243 41,201 41,421 41,090 35,169

Revenue – Services 338,025 334,882 317,924 302,029 314,824

Revenue – Goods 545,203 415,474 420,471 411,566 602,346

Total Revenue $ 883,228 $ 750,356 $ 738,395 $ 713,595 $ 917,170

Year-over-year growth 15 % 3 % 3 % — % 4 %

Year-over-year growth, excluding FX 19 % 10 % 11 % 7 % 9 %

% Third Party and Other 42 % 48 % 46 % 46 % 38 %

% Direct 58 % 52 % 54 % 54 % 62 %

Revenue TTM $ 3,042,123 $ 3,064,064 $ 3,086,248 $ 3,085,574 $ 3,119,516

Year-over-year growth 18 % 13 % 10 % 5 % 3 %

Gross Profit:

Local Gross Profit $ 264,907 $ 258,293 $ 242,411 $ 227,654 $ 247,600

% of Consolidated Local Gross Billings 31.3 % 31.1 % 30.4 % 30.1 % 30.5 %

Travel Gross Profit 33,228 33,097 35,336 34,826 29,979

% of Consolidated Travel Gross Billings 17.9 % 17.0 % 18.2 % 17.6 % 17.2 %

Gross Profit – Services 298,135 291,390 277,747 262,480 277,579

% of Consolidated Services Gross Billings 28.9 % 28.4 % 28.0 % 27.5 % 28.1 %

Gross Profit – Goods 79,974 56,016 59,260 66,432 94,161

% of Consolidated Goods Gross Billings 11.5 % 10.6 % 11.0 % 13.0 % 13.1 %

Total Gross Profit $ 378,109 $ 347,406 $ 337,007 $ 328,912 $ 371,740

Year-over-year growth — % (5 ) % (8 ) % (7 ) % (2 ) %

% Third Party and Other 84 % 89 % 87 % 85 % 81 %

% Direct 16 % 11 % 13 % 15 % 19 %

% of Total Consolidated Gross Billings 21.9 % 22.4 % 22.0 % 22.4 % 21.8 %

Marketing $ 59,812 $ 52,533 $ 57,007 $ 61,587 $ 83,208

Selling, general and administrative $ 285,466 $ 289,847 $ 288,721 $ 326,248 $ 287,976

Adjusted EBITDA $ 92,914 $ 72,370 $ 61,118 $ 56,334 $ 67,010

% of Total Consolidated Gross Billings 5.4 % 4.7 % 4.0 % 3.8 % 3.9 %

% of Total Consolidated Revenue 10.5 % 9.6 % 8.3 % 7.9 % 7.3 %

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.”

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Net cash provided by (used in) operating activities from continuing operations $ 273,272 $ 40,711 $ 9,995 $ (7,612 ) $ 249,024

Purchases of property and equipment and capitalized software from continuing operations (20,117 ) (18,294 ) (22,452 ) (27,735 ) (15,507 )

Free cash flow $ 253,155 $ 22,417 $ (12,457 ) $ (35,347 ) $ 233,517

Net cash provided by (used in) operating activities from continuing operations (TTM) $ 252,497 $ 307,782 $ 346,302 $ 316,366 $ 292,118

Purchases of property and equipment and capitalized software from continuing operations (TTM) (83,560 ) (85,761 ) (79,501 ) (88,598 ) (83,988 )

Free cash flow (TTM) $ 168,937 $ 222,021 $ 266,801 $ 227,768 $ 208,130

Net cash provided by (used in) investing activities from continuing operations $ (35,175 ) $ (19,443 ) $ (28,541 ) $ (98,028 ) $ (31,238 )

Net cash provided by (used in) financing activities $ (21,088 ) $ (32,942 ) $ (138,227 ) $ (14,821 ) $ (322,166 )

Net cash provided by (used in) investing activities from continuing operations (TTM) $ (152,818 ) $ (105,821 ) $ (102,205 ) $ (181,187 ) $ (177,250 )

Net cash provided by (used in) financing activities (TTM) $ (194,156 ) $ (185,606 ) $ (209,080 ) $ (207,078 ) $ (508,156 )

Other Metrics:

Active Customers ⁽⁶⁾

North America 24.1 24.6 24.9 25.2 25.9

EMEA 15.2 15.3 15.5 15.4 15.4

Rest of World 8.1 8.2 8.2 8.0 7.6

Total Active Customers 47.4 48.1 48.6 48.6 48.9

TTM Gross Billings / Average Active Customer ⁽⁷⁾

North America $ 147 $ 147 $ 148 $ 148 $ 149

EMEA 139 134 130 123 117

Rest of World 105 101 98 99 96

Consolidated 137 135 133 132 130

Global headcount as of December 31, 2015 and 2014 was as follows:

Q4 2014 Q4 2015

Sales ⁽⁸⁾ 4,493 3,992

% North America 31 % 34 %

% EMEA 42 % 41 %

% Rest of World 27 % 25 %

Other 6,256 5,880

Total Headcount 10,749 9,872

⁽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 with local and national merchants and 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 merchandise 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 have been retrospectively adjusted to exclude Ticket Monster, which has been classified as discontinued operations.

⁽¹⁰⁾ 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160211006437/en/

Groupon, Inc.
Investor Relations
Tom Grant, 312-999-3098
ir@groupon.com
or
Public Relations
Bill Roberts, 312-459-5191

Source: Groupon, Inc.

Image via Groupon

February 11, 2016

New Groupon CEO: Nobody Understands Us

Earlier this month, Groupon reported its Q3 financials and announced that it has a new CEO. Rich Williams stepped into the role as Eric Lefkofsky stepped down to return to his role as Chairman of the Board.

Wall Street was not impressed with the news as shares plummeted as much as 26% in after-hours trading that day. In addition to the leadership, Groupon had missed forecasts.

Williams believes the company is greatly misunderstood by the media, by analysts, and by consumers. He says Groupon is still paying the price for pas mistakes such as scaling “too far” and “too fast”.

He also says some “myths” about the company have been built up over the years, and he aims to dispel those in a new blog post.

One myth, he says, is that nobody can win in the local space, and he says that Groupon is the “unquestioned leader”.

“On more than one occasion, we’ve been overly enthusiastic about the potential impact of new products, and we’ve been wrong more than once with how critical it is for us to compete in certain areas,” Williams writes. “We shouldn’t run from those failures or apologize for them. None of them bet the future of the company. We are pioneering, we are growing, and we are the market leader, which means we know that not every test will come out beaming rainbows and unicorns. Sometimes we will fail, and sometimes we will win, and win big. Winning big is absolutely possible in local. It’s a massive space that remains largely underserved. Consumers and merchants ultimately want that to change, and that makes winning in local possible. We have sold nearly a billion Groupons life to date. Add to that our nearly 50 million active consumer and 1 million merchant customers to date and you have a lot of proof of the possibilities in local.”

Another myth, he says, is that the company isn’t growing and that it’s going out of business. He calls this logic “lazy,” and notes that Groupon has grown billings and revenue by over 90% since going public with seven consecutive quarters of double-digit billings growth in North America. They’ve also doubled their customers in the past five years, he says, adding that the number of deals available has grown by 500x since the IPO.

Back in the early days, there were a lot of reports in the media that people were finding Groupon to actually be bad for business. This is another of the myths he says, adding that they don’t hear about that one much anymore. Now, he says, the top complaint is that people just want to sell more Groupons.

The biggest myth of all, however, according to Williams, is that Groupon is an email daily deal company, when the reality, he says, is that Groupon is a marketplace, and more people get deals from searching on its website than they do from email. More than half of purchases, he says, occur on mobile.

“Second, the ‘deals are dead’ line of thinking is tired and not supported,” he says. “Deals are core to who we are as a company, and we’re not running away from them–not by a long shot. Deals have helped us build the largest transactional platform of its kind in dozens of countries around the globe and a loved brand. We also know that there’s more to our marketplace than deals, including an increasing number of market rate and low discount offers, and new ways to save time as well as money. They’re just in their early stages and we want to move faster to bring them to customers so that they can see clearly the changes for themselves. We’re going to do that, and fast.”

After the myth-busting portion of the blog post, he gets into why he thinks Groupon has what it takes to win. He says it in many, many more words, but this basically boils down to Groupon’s team, customers, a strong business model, and experience.

He also outlines some strategic companies the company is making including a shift in marketing geared toward driving people to the marketplace.

The company will be adjusting its international strategy as well. It will shut down in some countries, partner in others, and increase investments in countries where it’s doing better.

Groupon will also no longer emphasize the consumer electronics business.

Image via Groupon

November 19, 2015
Columbus Day Sales Lead To Numerous Twitter Users Telling Same Joke

Columbus Day sales are happening at stores around the United States as well as online. As you’d expect, Twitter is full of reactions to the controversial holiday and its related sales.

Many are cracking jokes at the expense of Christopher Columbus and ultimately the holiday itself. Here’s a sample.

The BMW dealership said they were having a Columbus Day sale. So I can just walk in, grab the keys to a 6 and say "I discovered this?"

— Steve Patton (@StevenPatton) October 12, 2015

A Columbus Day sale means you can take whatever you want, kill the employees, say you "discovered" the store and then keep it as your own

— Sara Petty (@_spetty) October 12, 2015

"A Columbus day sale means I can walk into a store and take what I want right?"

— Captain Levi (@DrameTV2) October 12, 2015

SPECIAL COLUMBUS DAY SALE: For $300 you can drive one of our vans into Canada and claim you discovered it.

— 1989 Aerostars $300 (@Aerostars4Sale) October 12, 2015

Since it's a columbus day sale, does that mean we can just show up and take whatever we want?

— Martin Carbonite! (@MartinBrandt) October 12, 2015

So a Columbus Day sale means I can barge into any store I want, take whatever I want, and tell the owner to get out, right?

— Andrew Gibson (@AGstl) October 12, 2015

Sooo a "Columbus Day Sale" means I can just walk in and take whatever I want right?

— emmanuel (@emm8nuel) October 12, 2015

Columbus Day sale?! Let's go to the store, claim everything is ours, then take it for free!

— Bryana Nguyen (@bryana_nguyen) October 12, 2015

I'm assuming that a Columbus Day sale means I can walk in the store, take everything I want, promise to pay a few bucks later, then leave

— Jacob Geers (@JacobGeers) October 12, 2015

So does a Columbus Day sale mean you can just roll up to a store, take whatever you want, enslave half the employees and make the rest sick?

— Evan Greer (@evan_greer) October 12, 2015

"Columbus Day Sale" = come into our store & take anything you want for free!!!

— ❁lexi❁ (@lexiiim) October 12, 2015

I'm assuming a Columbus Day sale means that I can claim all the merchandise my own and rename the store #HistoryRepeating

— Meg (@manzomegan) October 12, 2015

I thought a "Columbus Day" sale meant you could take what you want and say you "discovered " it. #RevisionistHistory

— Michael H. (@haneymi1) October 12, 2015

I assume that a Columbus Day sale means I can just walk into a store and take whatever I want.

— Brandon D. Anderson (@HeyBrandonA) October 12, 2015

COLUMBUS DAY SALE: BUY ONE GET ONE FREE WHEN YOU INFECT A NATIVE POPULATION WITH A DEADLY DISEASE

— james (@jamesadevo) October 12, 2015

"I'm assuming a Columbus Day sale means i can come in and take whatever I want"

— electric jesus (@backfliptornado) October 12, 2015

So a Columbus Day sale is when you walk into a store that's been open for years, claim you discovered it and take whatever you want, right?

— Sian Heder (@sianheder) October 12, 2015

i assume a columbus day sale means i can just walk into a store and take whatever i want

— sherlocked (@iatemuggles) October 11, 2015

A Columbus Day sale?That mean people pretend they discovered they store?Claim it for Spain? @ReedsFurniture #rhsapw pic.twitter.com/f6x3l2U5lf

— Brian Dennert (@dennert) October 10, 2015

Columbus Day sale means you can just show up and take whatever u want without consequences

— strange spooky man (@jussbcros) October 9, 2015

As you can see, it’s mostly variations on the same joke, and most aren’t being nearly as original as they might think. Still, it’s clear that a lot of people have similar sentiments about the merits of Columbus Day sales.

Others are just more generally expressing disgust at the concept of Columbus Day sales, and more still are looking for some deals (of which there are plenty). One store has buy one, get one 50% off on Crocs.

October 12, 2015
Groupon Cuts Jobs, Exits Countries

Groupon announced that it is eliminating about 1,1000 jobs over the coming months. The cuts will mostly take place in its International Deal Factory and Customer Service. The company says it has streamlined its operation in these (and other) areas and that it is now able to do more with less.

In addition to the cuts, it is actually pulling its business out of some countries including Morocco, Panama, The Philippines, Puerto Rico, Taiwan, Thailand, and Uruguay. It recently exited Greece and Turkey as well.

Groupon COO Rich Williams writes in a blog post, “Two years ago, we started the ambitious process of unifying our global technology platforms, tools and processes. This One Playbook initiative was designed to help us replace years of technical debt and disparate operations with the products, tools and processes that drive our North American business. Our goal was to set the stage for Groupon’s next chapter–as a global company, with more leverage and efficiency in our core operations, and a stronger platform for growth. It’s been a huge undertaking, and we still have work to do, but our Operations teams, Engineering teams and many, many others have made amazing progress. Simply put, we are a stronger, faster Groupon today because of this work.”

“We’re also now in a position to realize the efficiencies we’ve been working so hard to gain, to further improve the way we operate around the world and — most importantly — continue to channel more and more of our resources toward long-term growth,” he adds. “Practically, this means we’re taking some broad restructuring actions to better focus our resources and streamline our international operations.”

He goes on to discuss how Groupon has evolved from a deals company to an ecommerce platform, noting that its operational model has to evolve along with that.

You can find an SEC filing from the company here, which notes that in connection with the restructuring, the company expects to record pre-tax charges of up to $35 million, including $22 million to $24 million in Q3.

Image via Groupon

September 22, 2015
Microsoft Edge Browser Adds Cortana Coupons To Improve Online Shopping

Microsoft announced the pilot of a new Cortana feature for online shopping in its new Microsoft Edge browser. It’s called Cortana Coupons, and it leverages Cortana functionality to help users find coupons while they’re shopping online with Edge.

Retailers like Staples, Macy’s, and Best Buy are participating in the pilot, and Microsoft says additional retailer partners will come in the months ahead via Microsoft’s partnership with Shopular.

“This new feature leverages Cortana’s functionality to notify you of the best coupons Cortana can find for a retailer without you ever needing to leave the retailer’s site,” Microsoft explains in a blog post. “We are just beginning to roll this out to get feedback.”

“The feature works similar to Cortana for restaurants we mentioned above,” the company adds. “When you visit the site of a supported retailer, Cortana will alert you that there are coupons available for additional discounts. Once you click on the Cortana icon, these offers will be displayed in the right pane within the same window.”

If you want to see the feature in action, you can visit BestBuy.co in Edge and click on the Cortana icon in the address bar to see available coupons.

Images via Microsoft

September 16, 2015
Amazon Gives Sneak Peek of Prime Day Deals

As you may have heard, Amazon is celebrating its 20th birthday on by throwing a big deals party on Wednesday it’s calling Prime Day. Amazon says that there will be deals throughout the day that give Black Friday a run for its money.

Well, we have a sneak peek at some of those deals, and some are pretty substantial.

If you’ve been looking to buy a Fire TV stick, which is Amazon’s fastest-selling device of all time, tomorrow is the time. Fire TV sticks will be $24, $15 cheaper than normal price.

Here’s a look at some of the other deals that will pop up at various times throughout the day on July 15th:

– Kindle, $30 off
– Fire HD 7, $60 off
– Fire HD 7 Kids Edition, $60 off
– 32-inch LED TV, $75
– 40-inch 1080p LED TV, $115
– Brand-name 32-inch Smart HDTV, under $200
– 50-inch 4K TV bundle, under $1000
– Bose headphones at the lowest price ever on Amazon
– Chromebook laptop, only $199

Amazon is also holding some easy-to-enter contests. All you have to do is listen to any song on Prime Music and Amazon will enter you in a drawing for up to $25,000 in gift cards. Also, you can take this quiz and be entered to win a $2,000 gift card.

You have to be an Amazon Prime member to gain access to these deals, but Amazon offers a 30-day free trial if you’re not currently subscribed.

Amazon hopes tomorrow will be a big shopping day, and the company is really hyping it up. Not to be outdone, Walmart threw some shade earlier this week and announced their own lineup of deals.

July 14, 2015
Walmart Throws Shade at Amazon’s ‘Prime Day’ Birthday Celebration, Offers Up Own Deals

On July 15th, Amazon turns 20. In celebration of this, the company recently announced what it calls “Prime Day” – an online shopping “holiday” for Prime members that it says will trump Black Friday in terms of deals offered.

Now, Walmart is throwing a bit of shade at Amazon over said event.

“If you’ve shopped Walmart.com, you’ll know that every day is a special day where everyone has access to the same low prices we offer. We mean everyone: you, your neighbor, your boss, your best friend … all of whom are looking for the best price on the things they want and need. We’ve heard some retailers are charging $100 to get access to a sale. But the idea of asking customers to pay extra in order to save money just doesn’t add up for us,” says Walmart.com President Fernando Madeira.

So Walmart is taking some steps to compete with Amazon on its big day. First, Walmart is lowering the free shipping threshold to $35, from $50.

“We’re kicking off some awesome deals this week that will be available for everybody with no hidden costs or admission fees, and they won’t be available for just one day,” says Madeira.

He also promises thousands of new deals and some special “atomic” deals in weeks to come.

It’s interesting that Walmart would talk bad about the idea of a subscription service for shipping, considering the company is testing a service called ShippingPass that offers unlimited three-day shipping for $50 a year (half the price of Amazon Prime).

But hey, Walmart making moves to go after Amazon’s online empire is nothing new.

July 13, 2015
Netflix Was a Big Part of Why Regulators Hated Comcast/TWC Merger

By now you’ve probably heard that Comcast has abandoned its push to acquire Time Warner Cable, due to looming concerns that both the Department of Justice’s antitrust division and the Federal Communications Commission were poised to recommend it blocked.

“Today, we move on. Of course, we would have liked to bring our great products to new cities, but we structured this deal so that if the government didn’t agree, we could walk away,” said Comcast CEO Brian Roberts.

Now, both the DoJ and the FCC have issued official statements on the death of the merger, and they both sign a similar tune. A main concern for both the DoJ and the FCC, apparently, was Netflix (& other streaming services, of course) and Net Neutrality.

Take a look at FCC Chairman Tom Wheeler’s statement (bolding ours):

Comcast and Time Warner Cable’s decision to end Comcast’s proposed acquisition of Time Warner Cable is in the best interests of consumers. The proposed transaction would have created a company with the most broadband and video subscribers in the nation alongside the ownership of significant programming interests. Today, an online video market is emerging that offers new business models and greater consumer choice. The proposed merger would have posed an unacceptable risk to competition and innovation especially given the growing importance of high-speed broadband to online video and innovative new services. I am proud of our close working relationship throughout the review process with the Antitrust Division of the Department of Justice. Our collaboration provided both agencies with a deeper understanding of the important issues of innovation and competition that the proposed transaction raised.

And here’s what Attorney General Eric Holder had to say:

The companies’ decision to abandon this deal is the best outcome for American consumers. The Antitrust Division of the United States Department of Justice has demonstrated, time and again, that it can and will defend the interests of the American consumer no matter the complexity of the issue or the size of the opponent. This is a victory not only for the Department of Justice, but also for providers of content and streaming services who work to bring innovative products to consumers across America and around the world. I commend the Antitrust attorneys and investigators whose outstanding work led to this outcome, and I know that the Department of Justice will continue to fight for fair access and free competition in every industry and every market.

According to the Wall Street Journal, Holder had already authorized the DoJ antitrust officials to file a lawsuit against the deal.

Netflix was vehemently against the merger from the beginning, as the streaming company was forced to pay Comcast a fee for access.

Netflix said that the merger would’ve “set up and ecosystem that calls into questions what we to date have taken for granted: that a consumer who pays for connectivity to the internet will be able to get the content she requests.”

It appears the feds agreed.

April 24, 2015
Comcast / Time Warner Cable Merger Is Dead, Officially

It’s official. Comcast has announced it has abandoned its efforts to acquire Time Warner Cable, in a deal that would’ve been valued at around $45 billion. This follows reports on Thursday that said the Department of Justice and Federal Communications Commission were both gearing up to recommend against the deal.

If the merger had been approved, the Comcast-TWC behemoth would’ve controlled 57% of the US broadband market and 30% of the cable market.

“Today, we move on. Of course, we would have liked to bring our great products to new cities, but we structured this deal so that if the government didn’t agree, we could walk away. Comcast NBCUniversal is a unique company with strong momentum. Throughout this entire process, our employees have kept their eye on the ball and we have had fantastic operating results. I want to thank them and the employees of Time Warner Cable for their tireless efforts. I couldn’t be more proud of this company and I am truly excited for what’s next,” said Comcast CEO Brian Roberts in a statement.

Time Warner Cable CEO Robert Marcus also weighed in on the decision, saying,

“We have always believed that Time Warner Cable is a one-of-a-kind asset. We are strong and getting stronger. Throughout this process, we’ve been laser focused on executing our operating plan and investing in our plant, products and people to deliver great experiences to our customers. Through our strong operational execution and smart capital allocation, we are confident we will continue to create significant value for shareholders. I’m extremely proud of the professionalism, dedication and resiliency our 55,000 employees have shown over the past year and thank them for their continued commitment to Time Warner Cable.”

Comcast’s line for over a year had been that the acquisition is “pro-consumer, pro-competitive, strongly in the public interest, and approvable” – but in the end the regulatory bodies in charge of reviewing the merger did not agree.

The deal was unpopular from the start, as consumer advocates argued that the company would be anti-competitive and bad for customers.

“Should the transaction survive the FCC’s and DOJ’s reviews, we believe that Comcast-TWC’s unmatched power in the telecommunications industry would lead to higher prices, fewer choices, and poorer quality services for Americans – inhibiting US consumers’ ability to fully benefit from modern technologies and American businesses’ capacity to innovate and compete on a global scale,” wrote Senators Al Franken, Bernie Sanders, Edward Markey, Ron Wyden, Elizabeth Warren, and Richard Blumenthal in a recent letter to the DoJ and FCC.

This final decision comes on the heels of reports that the FCC had proposed a “hearing designation order” for the merger review – a move that signaled the deal was fast approaching dead.

“In effect, that would put the $45.2 billion merger in the hands of an administrative law judge, and would be seen as a strong sign the FCC doesn’t believe the deal is in the public interest,” wrote the Wall Street Journal.

The FCC wasn’t the only regulatory agency with doubts about the merger. Antitrust officials at the Department of Justice were reportedly ready to recommend killing the merger, citing concerns that the two companies would create an entity that would ultimately be too large and harm consumers.

Here’s a final way to look at it – with this, the two most-hated companies in America will not be joining forces.

So, who’s going to try to buy Time Warner Cable now?

Image via Steven Depolo, Flickr Creative Commons

April 24, 2015
Comcast Is Giving Up on Its TWC Deal: Report

Comcast is planning to kill its proposed acquisition of Time Warner Cable before the feds can kill it first.

Bloomberg is quoting sources who say that Comcast is ready to back away from the merger, which would be valued at around $45 billion.

This comes on the heels of reports that the FCC had proposed a “hearing designation order” for the merger review – a move that signaled the deal was fast approaching dead.

“In effect, that would put the $45.2 billion merger in the hands of an administrative law judge, and would be seen as a strong sign the FCC doesn’t believe the deal is in the public interest,” wrote the Wall Street Journal.

The FCC isn’t the only regulatory agency with doubts about the merger. Antitrust officials at the Department of Justice were reportedly ready to recommend killing the merger, citing concerns that the two companies would create an entity that would ultimately be too large and harm consumers.

Comcast met with reps from both the DoJ and the FCC to try to iron out a deal – compromises to make the merger happen – but it appears those talks went nowhere.

But as Bloomberg points out, the FCC pill was much tougher to swallow than the one from the Justice Department, however bitter it may have been:

While the DOJ has to present a case in court to block the deal, an FCC hearing referral could prove to be the bigger obstacle to Comcast’s bid to expand its cable and Internet footprint. The last time the FCC staff proposed sending a merger to a hearing was over AT&T Inc.’s bid to buy T-Mobile USA Inc. in 2011, prompting the companies to drop the deal. The Justice Department had already brought a lawsuit seeking to block the merger.

Comcast’s line for over a year has been that the acquisition is “pro-consumer, pro-competitive, strongly in the public interest, and approvable.” We’ll see if Comcast is soon signing a different tune. A final decision on whether to abandon the deal could come as early as Friday.

Image via Steven Depolo, Flickr Creative Commons

April 23, 2015
Groupon Recalls Fake, Possibly Holey Condoms

Groupon Australia has admitted that it sold a bunch of counterfeit condoms that may, in fact, be full of holes.

The condoms were sold between March 12 and April 10. If you do the math, and it’s not a hard one, you’ll realize there’s a good chance many of these holey condoms have been deployed already.

According to the Australian Competition & Consumer Commission, the condoms were branded as Durex ‘Extra Safe’, ‘Thin Feel’ and ‘Performa’ varieties – but were in fact counterfeit.

“The condoms may be counterfeit products with defects such as holes in the latex,” says the ACCC. “The condoms may not prevent pregnancy or protect users against sexually transmitted diseases, which can result in serious illness or death.”

Oops.

The Australian government Department of Health has issued an advisory, saying,

“Counterfeiting is a problem for all major condom brands and consumers should be alert for potential fakes. Signs that might indicate a potential counterfeit products include suspiciously low prices, poor quality of printing on the packaging and whether information on the foil packaging of individual condoms match that on the box … In this situation, the seller was Edgelounge Enterprises (trading as Citrus Beat), who was responsible for direct shipment of the affected products to customers.”

Groupon has offered customers a full refund on any returned condoms.

“Customers are our utmost priority at Groupon and we take their health and safety very seriously. All customers who purchased the counterfeit products have been proactively contacted by Groupon notifying them of the recall and have been advised to discontinue use immediately, dispose or return the goods, and seek professional medical advice if they have concerns about their health,” said Groupon Australia in a statement.

According to The Independent, this is not a rare occurrence:

Counterfeiting is a serious problem for condom manufacturers, with cheap fake condoms being produced in their millions across the world, many of them in China.

Shanghai Police yesterday announced they had seized three million fake condoms that contained toxic metals, with officers reporting that the lubricant used to coat the condoms was so disgusting that it made them feel sick.

Bottom line: If you bought bulk condoms from a Groupon in Australia over the past month and a half – don’t use them.

Images via Shawn Latta, Flickr Creative Commons

April 23, 2015
Elizabeth Warren, Al Franken Among Six Senators Urging a Swift Death for the Comcast/Time Warner Merger

In a letter addressed to Federal Communications Commission Chairman Tom Wheeler and Attorney General Eric Holder, six Senators are urging the blockage of Comcast’s proposed merger with Time Warner Cable. The letter comes just one day before representatives from Comcast and Time Warner Cable are set to meet with DoJ antitrust officials in the hopes of saving a deal that appears to be on shaky ground.

“Should the transaction survive the FCC’s and DOJ’s reviews, we believe that Comcast-TWC’s unmatched power in the telecommunications industry would lead to higher prices, fewer choices, and poorer quality services for Americans – inhibiting US consumers’ ability to fully benefit from modern technologies and American businesses’ capacity to innovate and compete on a global scale,” write Senators Al Franken, Bernie Sanders, Edward Markey, Ron Wyden, Elizabeth Warren, and Richard Blumenthal.

“Since the proposal was announced last year, we have heard from consumers across the nation, as well as from advocacy groups, trade associations, and companies of all sizes, all of whom fear that the deal would harm competition across several different markets and would not serve the public interest,” says the letter.

“We’ve also heard from constituents in our home states who are rightfully frustrated about their increasingly high cable and Internet bills and are concerned that the proposed acquisition will only drive those prices higher. Unfortunately, with only a handful of cable and Internet providers dominating the market, consumers are often left with little choice but to pay the price a given provider demands and have little say over what content is made available to them.”

If the merger were to go through, the Comcast-TWC behemoth would control 57% of the US broadband market and 30% of the cable market.

But it’s far from a sure thing. In fact, recent reports have indicated that the Department of Justice is poised to recommend blocking the deal. Upon hearing that news, Comcast and Time Warner Cable rushed into action and are set to meet face-to-face with regulators for the first time since they proposed the deal. It is expected that Comcast will attempt to make concessions to satisfy regulators, some of whom are as wary as the Senators.

Comcast’s official line has always been that the deal is not anti-competitive.

“Comcast’s merger with Time Warner Cable will ensure that a responsible and committed steward delivers advanced video and high-speed data services and innovation to these customers. The proposed transaction is pro-consumer, pro-competitive, strongly in the public interest, and approvable,” says the company.

“We urge you to defend American competition and innovation and ensure the Americans have affordable access to high-quality telecommunications services. We hope you’ll take a stand for US consumers and businesses and reject Comcast’s proposed acquisition of TWC,” say the Senators.

Image via Wikimedia Commons, h/t Ars Technica

April 21, 2015
Comcast, TWC Will Meet with Regulators to Try to Save Deal

With their proposed merger on shaky ground, representatives from Comcast and Time Warner Cable are planning to meet with Justice Department officials in the hopes of negotiating a pathway for the deal to proceed.

This will be the first such meeting between the cable companies and regulators since the merger was announced.

The Wall Street Journal Reports that Comcast will likely offer concessions to assuage wary antitrust officials at the DoJ. From the WSJ:

The Wednesday meeting with antitrust officials could be the first of many, but it isn’t clear whether the companies can offer concessions that will satisfy regulators.

Looming over any discussion about merger remedies will be the concessions Comcast made in 2011 to win approval to acquire control of NBCUniversal. People familiar with the current review process say the Justice Department and the FCC have been examining whether Comcast has fully complied with those earlier commitments.

Last week, Bloomberg reported that antitrust officials at the Department of Justice were ready to recommend killing the merger, citing concerns that the two companies would create an entity that would ultimately be too large and harm consumers. The Federal Communications Commission is also looking into the merger, and has plenty of concerns of its own, according to reports.

Comcast’s official line is that the deal is not anti-competitive.

“Comcast’s merger with Time Warner Cable will ensure that a responsible and committed steward delivers advanced video and high-speed data services and innovation to these customers. The proposed transaction is pro-consumer, pro-competitive, strongly in the public interest, and approvable,” says the company.

Image via Steven Depolo, Flickr Creative Commons

April 20, 2015
Regulators Ready to Kill Comcast / TWC Merger: Report

One of the regulatory agencies looking over the proposed Comcast / Time Warner Cable merger may be about to give it the thumbs down, citing concerns over potential harm to customers.

Bloomberg cites the ubiquitous “people familiar with the matter” in saying that antitrust lawyers at the Department of Justice are poised to recommend against the merger.

From Bloomberg:

Attorneys who are investigating Comcast’s $45.2 billion proposal to create a nationwide cable giant are leaning against the merger out of concerns that consumers would be harmed and could submit their review as soon as next week, said the people.

The antitrust lawyers will present their findings to Renata Hesse, a deputy assistant attorney general for antitrust, who will decide, along with the division’s top officials, whether to file a federal lawsuit to block the deal, they said.

The Justice Department lawyers have been contacting outside parties in the last few weeks to shore up evidence to support a potential case against the merger, one of the people said.

The other agency reviewing the deal, the Federal Communications Commission, is not sold either, according to reports. The deal, which looked like a sure thing a year ago, is in serious danger of falling apart. Some have already proclaimed it dead.

Bloomberg has news on that front, too, saying “officials at the antitrust division and the Federal Communications Commission, which is also reviewing the deal, aren’t negotiating with Comcast about conditions to the merger that would resolve concerns.”

Comcast’s official line on the merger is that it is pro-consumer and pro-competition.

Comcast’s merger with Time Warner Cable will ensure that a responsible and committed steward delivers advanced video and high-speed data services and innovation to these customers. The proposed transaction is pro-consumer, pro-competitive, strongly in the public interest, and approvable. It will deliver better services and technology to Time Warner Cable’s subscribers and result in no reduction of choice for consumers. Following the acquisition and possible divestiture of some subscribers, Comcast subscribers will represent essentially the same share of nationwide MVPD subscribers as Comcast’s shares following the Adelphia and AT&T Broadband transactions in a much more competitive and dynamic marketplace. This transaction will create a world-class technology and media company, differentiated by its ability to deliver ground-breaking products on a superior network while leveraging a national platform to create operating efficiencies and economies of scale.

Last month, the fourth-largest cable provider agreed to acquire the sixth-largest as Charter Commutations offered $10,4 billion for Bright House Networks. If the Comcast / Time Warner Cable deal were to go through, the #1 and #2 providers in the US would combine to form a behemoth. The two remain the most despised companies in America.

Image via Steven Depolo, Flickr Creative Commons

April 17, 2015
Chromecast Users Get $6 In Google Play Credit

It’s never been a better time to own a Chromecast, Google’s $35 streaming device. Not only does the functionality of the device continue to improve thanks to updates from Google as well as increased support by third-party apps, but Google is actually giving away $6 in Google Play credit to users, apparently for Valentine’s Day.

You have to be on the same network as your Chromecast to scoop up the deal. While I’m away from my device at the moment (so I can’t confirm the experience myself at the time of this writing), multiple reports indicate that you can access the credit by going to this link or by opening the Chromecast app, tapping the device, and going to “Check for Offers”. From there, you confirm your Chromecast’s serial number, and then you get the deal.

TechCrunch reports that people who own multiple Chromecasts say they’ve been able to redeem the offer once for each device.

While you can presumably use the Google Play credit for whatever you like, $6 can go a long way when it comes to renting a VOD movie or two that might not yet be available on DVD or Blu-ray.

Google recently added Guest Mode to Chromecast, enabling people to more easily cast to other people’s televisions. Chromecast also picked up support from Comedy Central, Nickelodeon, and Sesame Street apps.

Image via YouTube

February 9, 2015
Amazon Fire Phone Gets Even Cheaper, Somehow, for One-Day Promotion

Amazon continues to find new and innovative ways to attempt to give away its safe-to-say-failed foray into the world of smartphones.

The company is currently offering the Fire Phone, unlocked, for just $189. As you’re well aware, that’s cheaper than what most top-tier smartphones will run you if you agree to a two-year contract with a carrier.

The price drop comes as part of Amazon’s daily deals, and will be available until 12am PST.

This isn’t the first time Amazon has offered it up for a ridiculously low price. Back in November, the company ran a promotion for a $199 unlocked Fire Phone.

And the phone is still just $0.99 with a two-year contract.

So far, Amazon has sort of admitted it made a mistake with the smartphone.

“We didn’t get the price right,” Amazon Senior Vice President of Devices David Limp said last year. “I think people come to expect a great value, and we sort of mismatched expectations. We thought we had it right. But we’re also willing to say, ‘we missed.’”

But price wasn’t the only thing behind the Amazon Fire Phone’s abject failure. As a new report from Fast Company suggests, the device never really had a chance. As it turns out, nobody wanted an Amazon Fire Phone – and more importantly, nobody needed one.

Image via Amazon

January 7, 2015
Groupon Broke Records Over The Holiday Weekend

Groupon announced that it experienced a record-breaking holiday weekend for deal sales in North America. The company says it had the most successful four days ever in its six-year history.

Black Friday and Cyber Monday specifically were the two biggest days in Groupon’s North American history. For the full Black Friday through Cyber Monday weekend, Groupon’s North American sales were up over 25% compared to last year.

“We just had our best days ever as a company as more and more shoppers are coming to Groupon via our popular mobile app to score big savings on a wide selection of amazing gifts,” said Groupon CEO Eric Lefkofsky. “With nearly double the number of deals compared to last year, we’re making it easier and quicker than ever for our customers to find something for everyone on their holiday list.”

It’s hard to believe it’s been so long, but we’re just about three months shy of when Groupon co-founder Andrew Mason was ousted from the CEO role at the company. Lefkofsky, who was previously executive chairman stepped in alongside Vice Chairman Ted Leonsis as Groupon looked for Mason’s replacement. Eventually, the company just named Lefkofsky its permanent CEO, and it seems like that’s working out pretty well. Mason has, in the meantime, started another company called Detour, which makes an interactive travel tour app.

During the holiday shopping period, Groupon saw big success on products in the electronics, household items, and jewelry categories. Big sellers included the ASUS Google Nexus tablet with 1080p HD display, Chromecast and Roku streaming devices, NFL ugly sweaters, a bObsweep robotic vacuum cleaner and mop, and 1.50 carat certified princess-cut or round diamond solitaire 14-karat gold rings.

Health and wellness and local experiences such as massages, movies, and holiday activities were also popular categories. Groupon says it saw a high volume of promo code redemptions for Best Buy, Macy’s, Nike, and Walmart.

The company recently launched a cashback-on-groceries app called Snap. Groupon says it saw users take advantage of cashback offers on turkey, cranberries and other popular holiday delicacies, though it didn’t give any specific numbers.

Last month, Groupon opened a holiday gift shop.

Image via Groupon

December 2, 2014
Cyber Monday Sales Not Much Higher Than Last Year

Cyber Monday is the biggest online shopping day of the year, and for good reason. Not only do retailers heavily discount goods, but many also offer free shipping. That’s why Cyber Monday sales growth has been steady for the past few years, but it may finally be showing signs of slowing down.

ABC News reports that Cyber Monday sales are up by only 8.1 percent this year over last. It’s a significant decrease compared to last year when sales rose by over 20 percent compared to Black Friday 2012. When retailers are looking for increased growth, the numbers seen today aren’t looking so good.

Of course, there are a number of factors to consider when looking at online shopping this year. First, the results being reported don’t represent all the shopping taking place today. After all, there are some people who will do their Cyber Monday shopping at night and that may increase the total haul for this year. The more important factor, however, is that many online retailers are holding Cyber Monday week or month events. In other words, shoppers have already been treated to Cyber Monday deals for the past week so there’s less reason to shop today.

Speaking of which, analysts are saying that retailers may be offering subpar deals compared to past years. The feeling is that retailers know people are going to show up anyway so why try to attract their attention with amazing deals. After all, just simply saying something is on sale is usually enough to entice shoppers even if the sale price isn’t much lower than the retail price.

If you’re in the market for Cyber Monday deals, you can still get your hands on discounted goods before some sales end tonight at midnight. It’s good to remember, however, that some sales will be going for the rest of the week or month. As we approach Christmas, expect to see some crazy deals as retailers look to clear stock.

Oh, and if you find yourself in the giving mood tomorrow after treating yourself to cheap movies, video games and computers, the White House has an idea:

After #BlackFriday and #CyberMonday comes #GivingTuesday—a day for all Americans to give back to their communities: http://t.co/YXtBRqno8b

— The White House (@WhiteHouse) December 2, 2014

December 1, 2014
iPads On Sale, Other Apple Products Discounted For Cyber Monday

Apple’s iPad is going to be a hot holiday item, but the price may be a little prohibitive for some shoppers. There were some decent deals on Black Friday, but Cyber Monday presents the best deals there are on tech gifts.

BGR reports that MacMall is holding a big Cyber Monday sale today with multiple Apple products, including the iPad Air, being sold at a discount. First up is a 32GB iPad Air for $434 – $15 off the regular price. If you want something a little more cutting edge, the 64GB iPad Air 2 is going for $575 – $24 off the regular price. While the discounts don’t seem that significant at first, MacMall regularly undercuts Apple on their retail prices. In other words, further discounts mean that shoppers can get the iPad Air for much cheaper than Apple’s own prices.

If you’re not into the iPad, MacMall has other Apple products on sale as well. For example, the 13.3 inch MacBook Pro with Retina Display goes for $1,029 – $269 off the regular price. For something a little lighter, the 13.3 inch iPad Air can be yours for $929 – $69 off the regular price. Finally, the 27 inch iMac with 5K Display is going for $2,399 – $100 off the regular price.

Outside of Apple products, MacMall has some fantastic deals on storage and hardware going on today as well:

Save $19 on a 8GB Kingston DataTraveler #USB flash drive at @MacMall. http://t.co/HeiDZhGQLg pic.twitter.com/Y8cos0ZnyQ

— MacMall Deals (@MacMall_Deals) December 1, 2014

Save $167 on a 27" @ViewSonic 1080p high performance monitor at @MacMall. http://t.co/szdKuPhDuv pic.twitter.com/WpUZpgxIH8

— MacMall Deals (@MacMall_Deals) December 1, 2014

Save $516 on a @Dell OptiPlex 7010 3.4GHz i7 desktop with 1TB HDD at @MacMall. http://t.co/Ayh7Dgwac6 pic.twitter.com/lIkvCb8RbS

— MacMall Deals (@MacMall_Deals) December 1, 2014

For more Cyber Monday deals, check out our coverage of the sequel to Black Friday.

December 1, 2014

Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)

The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year endedDecember 31, 2015. Additionally, the assets and liabilities of Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.


	Three Months Ended															Year Ended
	December 31,															December 31,
													Y/Y % Growth															Y/Y % Growth
										FX Effect			excluding												FX Effect			excluding
		2015			2014		Y/Y % Growth			⁽²⁾			FX ⁽²⁾				2015			2014		Y/Y % Growth			⁽²⁾			FX ⁽²⁾
Gross Billings⁽¹⁾:
North America	$	1,050,361		$	948,579		10.7		%	$	(1,511	)	10.9		%	$	3,709,797		$	3,303,479		12.3		%	$	(5,415	)	12.5		%
EMEA		487,147			560,541		(13.1	)			(61,482	)	(2.1	)			1,794,354			2,046,807		(12.3	)			(317,640	)	3.2
Rest of World		169,484			215,549		(21.4	)			(31,574	)	(6.7	)			751,389			887,546		(15.3	)			(132,679	)	(0.4	)
Consolidated gross billings	$	1,706,992		$	1,724,669		(1.0	)	%	$	(94,567	)	4.5		%	$	6,255,540		$	6,237,832		0.3		%	$	(455,734	)	7.6		%

Revenue:
North America	$	622,647		$	550,974		13.0		%	$	(408	)	13.1		%	$	2,047,742		$	1,824,461		12.2		%	$	(1,351	)	12.3		%
EMEA		248,326			272,475		(8.9	)			(33,198	)	3.3				867,880			961,130		(9.7	)			(157,892	)	6.7
Rest of World		46,197			59,779		(22.7	)			(8,785	)	(8.0	)			203,894			256,532		(20.5	)			(36,932	)	(6.1	)
Consolidated revenue	$	917,170		$	883,228		3.8		%	$	(42,391	)	8.6		%	$	3,119,516		$	3,042,123		2.5		%	$	(196,175	)	9.0		%

Income (loss) from operations	$	(5,423	)	$	33,640		(116.1	)	%	$	(2,742	)	(108.0	)	%	$	(79,777	)	$	30,701		(359.9	)	%	$	(2,064	)	(353.1	)	%

Income (loss) from continuing operations		(32,552	)		26,566												(89,171	)		(18,473	)

Income (loss) from discontinued operations, net of tax ⁽³⁾		(10,613	)		(15,182	)											122,850			(45,446	)

Net income (loss) attributable toGroupon, Inc.	$	(46,528	)	$	8,788											$	20,668		$	(73,090	)

Basic net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04											$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)											0.19			(0.07	)
Basic net income (loss) per share	$	(0.08	)	$	0.01											$	0.03		$	(0.11	)

Diluted net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04											$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)											0.19			(0.07	)
Diluted net income (loss) per share	$	(0.08	)	$	0.01											$	0.03		$	(0.11	)

Weighted average number of shares outstanding
Basic		607,517,010			671,885,967												650,106,225			674,832,393
Diluted		607,517,010			681,543,847												650,106,225			674,832,393

⁽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 periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽³⁾		The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months endedDecember 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company’s net deferred tax assets in the United States.


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

	Three Months Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
Operating activities
Net income (loss)	$	(43,165	)	$	11,384		$	33,679		$	(63,919	)
Less: Income (loss) from discontinued operations, net of tax		(10,613	)		(15,182	)		122,850			(45,446	)
Income (loss) from continuing operations		(32,552	)		26,566			(89,171	)		(18,473	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software		28,807			25,414			113,048			94,145
Amortization of acquired intangible assets		4,956			4,708			19,922			20,896
Stock-based compensation		32,865			29,961			142,069			115,290
Restructuring-related long-lived asset impairments		6,922			—			7,267			—
Gain on disposition of business		—			—			(13,710	)		—
Deferred income taxes		6,267			(9,168	)		(8,985	)		(11,124	)
Excess tax benefits on stock-based compensation		(1,431	)		(3,407	)		(7,629	)		(15,980	)
Loss on equity method investments		—			—			—			459
Gain (loss) from changes in fair value of contingent consideration		508			(1,385	)		240			(2,444	)
Loss from changes in fair value of investments		829			—			2,943			—
Impairments of investments		—			—			—			2,036
Change in assets and liabilities, net of acquisitions:
Restricted cash		75			(491	)		4,630			7,195
Accounts receivable		6,960			10,280			13,313			(16,277	)
Prepaid expenses and other current assets		61,358			36,816			21,545			13,933
Accounts payable		9,545			(1,073	)		8,601			(14,046	)
Accrued merchant and supplier payables		142,069			155,991			40,217			54,921
Accrued expenses and other current liabilities		(1,174	)		11,117			56,040			(9,986	)
Other, net		(16,980	)		(12,057	)		(18,222	)		31,952
Net cash provided by (used in) operating activities from continuing operations		249,024			273,272			292,118			252,497
Net cash provided by (used in) operating activities from discontinued operations		(670	)		13,550			(37,248	)		36,327
Net cash provided by (used in) operating activities		248,354			286,822			254,870			288,824

Net cash provided by (used in) investing activities from continuing operations		(31,238	)		(35,175	)		(177,250	)		(152,818	)
Net cash provided by (used in) investing activities from discontinued operations		—			(714	)		244,470			(76,638	)
Net cash provided by (used in) investing activities		(31,238	)		(35,889	)		67,220			(229,456	)

Net cash provided by (used in) financing activities		(322,166	)		(21,088	)		(508,156	)		(194,156	)

Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale		(5,147	)		(13,100	)		(32,485	)		(33,771	)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale		(110,197	)		216,745			(218,551	)		(168,559	)
Less: Net increase (decrease) in cash classified within current assets held for sale		—			11,955			(55,279	)		55,279
Net increase (decrease) in cash and cash equivalents		(110,197	)		204,790			(163,272	)		(223,838	)
Cash and cash equivalents, beginning of period		963,559			811,844			1,016,634			1,240,472
Cash and cash equivalents, end of period	$	853,362		$	1,016,634		$	853,362		$	1,016,634


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

	Three Months EndedDecember 31,						Year Ended December 31,
	2015			2014			2015			2014
Revenue:
Third party and other	$	345,260		$	367,902		$	1,372,533		$	1,501,011
Direct		571,910			515,326			1,746,983			1,541,112
Total revenue		917,170			883,228			3,119,516			3,042,123
Cost of revenue:
Third party and other		43,640			49,725			188,932			203,058
Direct		501,790			455,394			1,545,519			1,373,756
Total cost of revenue		545,430			505,119			1,734,451			1,576,814
Gross profit		371,740			378,109			1,385,065			1,465,309
Operating expenses:
Marketing		83,208			59,812			254,335			241,954
Selling, general and administrative		287,976			285,466			1,192,792			1,191,385
Restructuring charges		5,422			—			29,568			—
Gain on disposition of business		—			—			(13,710	)		—
Acquisition-related expense (benefit), net		557			(809	)		1,857			1,269
Total operating expenses		377,163			344,469			1,464,842			1,434,608
Income (loss) from operations		(5,423	)		33,640			(79,777	)		30,701
Other income (expense), net ⁽¹⁾		(3,393	)		(11,531	)		(28,539	)		(33,450	)
Income (loss) from continuing operations before provision (benefit) for income taxes		(8,816	)		22,109			(108,316	)		(2,749	)
Provision (benefit) for income taxes		23,736			(4,457	)		(19,145	)		15,724
Income (loss) from continuing operations		(32,552	)		26,566			(89,171	)		(18,473	)
Income (loss) from discontinued operations, net of tax		(10,613	)		(15,182	)		122,850			(45,446	)
Net income (loss)		(43,165	)		11,384			33,679			(63,919	)
Net income (loss) attributable to noncontrolling interests		(3,363	)		(2,596	)		(13,011	)		(9,171	)
Net income (loss) attributable to Groupon, Inc.	$	(46,528	)	$	8,788		$	20,668		$	(73,090	)

Basic net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04		$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)		0.19			(0.07	)
Basic net income (loss) per share	$	(0.08	)	$	0.01		$	0.03		$	(0.11	)

Diluted net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04		$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)		0.19			(0.07	)
Diluted net income (loss) per share	$	(0.08	)	$	0.01		$	0.03		$	(0.11	)

Weighted average number of shares outstanding
Basic		607,517,010			671,885,967			650,106,225			674,832,393
Diluted		607,517,010			681,543,847			650,106,225			674,832,393

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

	December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	853,362		$	1,016,634
Accounts receivable, net		68,175			90,597
Prepaid expenses and other current assets		153,705			192,382
Current assets held for sale		—			85,445
Total current assets		1,075,242			1,385,058
Property, equipment and software, net		198,897			176,004
Goodwill		287,332			236,756
Intangible assets, net		36,483			30,609
Investments (including $163.7 million and $7.4 million at December 31, 2015 and December 31, 2014, respectively, at fair value)		178,236			24,298
Deferred income taxes		3,454			57,594
Other non-current assets		16,620			16,173
Non-current assets held for sale		—			301,105
Total Assets	$	1,796,264		$	2,227,597
Liabilities and Equity
Current liabilities:
Accounts payable	$	24,590		$	13,822
Accrued merchant and supplier payables		776,211			772,156
Accrued expenses and other current liabilities		402,724			341,381
Current liabilities held for sale		—			166,239
Total current liabilities		1,203,525			1,293,598
Deferred income taxes		8,612			32,771
Other non-current liabilities		113,540			129,531
Non-current liabilities held for sale		—			6,753
Total Liabilities		1,325,677			1,462,653
Commitments and contingencies (see Note 10)
Stockholders’ Equity
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014		72			70
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015 and December 31, 2014		—			—
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and December 31, 2014		—			—
Additional paid-in capital		1,964,453			1,847,420
Treasury stock, at cost, 128,468,165 shares at December 31, 2015 and 27,239,104 shares atDecember 31, 2014		(645,041	)		(198,467	)
Accumulated deficit		(901,292	)		(921,960	)
Accumulated other comprehensive income (loss)		51,206			35,763
Total Groupon, Inc. Stockholders’ Equity		469,398			762,826
Noncontrolling interests		1,189			2,118
Total Equity		470,587			764,944
Total Liabilities and Equity	$	1,796,264		$	2,227,597


Groupon, Inc.
Segment Information
(in thousands)
(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
North America
Gross billings ⁽¹⁾	$	1,050,361		$	948,579		$	3,709,797		$	3,303,479
Revenue		622,647			550,974			2,047,742			1,824,461
Segment cost of revenue and operating expenses ^(2)(3)(4)		625,171			520,140			2,029,643			1,755,113
Segment operating income (loss) ⁽²⁾	$	(2,524	)	$	30,834		$	18,099		$	69,348
Segment operating income (loss) as a percent of segment gross billings		(0.2	)%		3.3	%		0.5	%		2.1	%
Segment operating income (loss) as a percent of segment revenue		(0.4	)%		5.6	%		0.9	%		3.8	%

EMEA
Gross billings ⁽¹⁾	$	487,147		$	560,541		$	1,794,354		$	2,046,807
Revenue		248,326			272,475			867,880			961,130
Segment cost of revenue and operating expenses ^(2)(4)(5)		211,443			237,468			797,786			857,062
Segment operating income ⁽²⁾	$	36,883		$	35,007		$	70,094		$	104,068
Segment operating income as a percent of segment gross billings		7.6	%		6.2	%		3.9	%		5.1	%
Segment operating income as a percent of segment revenue		14.9	%		12.8	%		8.1	%		10.8	%

Rest of World
Gross billings ⁽¹⁾	$	169,484		$	215,549		$	751,389		$	887,546
Revenue		46,197			59,779			203,894			256,532
Segment cost of revenue and operating expenses ⁽²⁾⁽⁴⁾		52,731			62,828			228,273			282,688
Segment operating loss ⁽²⁾	$	(6,534	)	$	(3,049	)	$	(24,379	)	$	(26,156	)
Segment operating loss as a percent of segment gross billings		(3.9	)%		(1.4	)%		(3.2	)%		(2.9	)%
Segment operating loss as a percent of segment revenue		(14.1	)%		(5.1	)%		(12.0	)%		(10.2	)%

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.”


	Q4 2014	Q1 2015	Q2 2015	Q3 2015	Q4 2015
Income (loss) from continuing operations	$ 26,566	$ (16,739)	$ (15,267)	$ (24,613)	$ (32,552)
Adjustments:
Stock-based compensation ⁽¹⁾	29,961	35,144	38,467	35,432	32,691
Depreciation and amortization	30,122	32,200	31,372	35,635	33,763
Acquisition-related expense (benefit), net	(809)	(269)	505	1,064	557
Restructuring charges	—	—	—	24,146	5,422
Gain on disposition of business	—	—	—	(13,710)	—
Prepaid marketing write-off	—	—	—	6,690	—
Securities litigation expense	—	—	—	37,500	—
Non-operating expense (income), net	11,531	19,927	(2,941)	8,160	3,393
Provision (benefit) for income taxes	(4,457)	2,107	8,982	(53,970)	23,736
Total adjustments	66,348	89,109	76,385	80,947	99,562
Adjusted EBITDA	$ 92,914	$ 72,370	$ 61,118	$ 56,334	$ 67,010

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

		The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the years ended December 31, 2015 and 2014:

⁽¹⁾		Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

		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 and year ended December 31, 2015:

	Three Months Ended			Year Ended
	December 31, 2015			December 31, 2015
Net income (loss) attributable to common stockholders	$	(46,528	)	$	20,668
Stock-based compensation		32,865			142,069
Amortization of acquired intangible assets		4,956			19,922
Acquisition-related expense (benefit), net		557			1,857
Restructuring charges		5,422			29,568
Gain on disposition of business		—			(13,710	)
Prepaid marketing write-off		—			6,690
Securities litigation expense		—			37,500
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings⁽¹⁾		(400	)		20,266
Loss from changes in fair value of investments		829			2,943
Income tax effect of above adjustments		14,979			(53,953	)
Loss (income) from discontinued operations, net of tax		10,613			(122,850	)
Non-GAAP net income (loss) attributable to common stockholders	$	23,293		$	90,970

Diluted shares		607,517,010			650,106,225
Incremental diluted shares		6,367,291			6,854,909
Adjusted diluted shares		613,884,301			656,961,134

Diluted net income (loss) per share ⁽²⁾	$	(0.08	)	$	0.03
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, income (loss) from discontinued operations and related tax effects		0.12			0.11
Non-GAAP net income (loss) per share	$	0.04		$	0.14

⁽¹⁾		For the three months and year ended December 31, 2015, a $3.7 million net cumulative translation adjustment gain was reclassified to earnings as a result of the Company’s exit from certain countries as part of its restructuring plan. For the year ended December 31, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

⁽²⁾		The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.

		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 changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

	Three Months Ended December 31, 2015									Three Months Ended December 31, 2015
	At Avg. Q4 2014			Exchange Rate			As			At Avg. Q3 2015			Exchange Rate			As
	Rates ⁽¹⁾			Effect ⁽²⁾			Reported			Rates ⁽³⁾			Effect ⁽²⁾			Reported
Gross billings	$	1,801,559		$	(94,567	)	$	1,706,992		$	1,721,580		$	(14,588	)	$	1,706,992
Revenue		959,561			(42,391	)		917,170			923,903			(6,733	)		917,170
Income (loss) from operations	$	(2,681	)	$	(2,742	)	$	(5,423	)	$	(4,620	)	$	(803	)	$	(5,423	)

	Year Ended December 31, 2015									Year Ended December 31, 2015
	At Avg. Q4									At Avg. Q4’14-
	2014 YTD			Exchange Rate			As			Q3’15			Exchange Rate			As
	Rates ⁽¹⁾			Effect ⁽²⁾			Reported			Rates ⁽³⁾			Effect ⁽²⁾			Reported
Gross billings	$	6,711,274		$	(455,734	)	$	6,255,540		$	6,346,012		$	(90,472	)	$	6,255,540
Revenue		3,315,691			(196,175	)		3,119,516			3,158,228			(38,712	)		3,119,516
Income (loss) from operations	$	(77,713	)	$	(2,064	)	$	(79,777	)	$	(78,679	)	$	(1,098	)	$	(79,777	)

⁽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 and year ended December 31, 2014.

⁽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 and twelve months ended September 30, 2015.

			Exchange
	At Avg. Q4		Rate			December 31, 2015		December 31, 2014		Y/Y %		Y/Y% Growth
	2014 Rates ⁽¹⁾		Effect ⁽²⁾			As Reported		As Reported		Growth		excluding FX
Local:
Third party and other	$	532,015	$	(861	)	$	531,154	$	499,250	6.4	%	6.6	%

Travel:
Third party		89,589		(200	)		89,389		80,296	11.3	%	11.6	%
Total services		621,604		(1,061	)		620,543		579,546	7.1	%	7.3	%

Goods:
Third party		13,401		(450	)		12,951		8,277	56.5	%	61.9	%
Direct		416,867		—			416,867		360,756	15.6		15.6
Total		430,268		(450	)		429,818		369,033	16.5	%	16.6

Total gross billings	$	1,051,872	$	(1,511	)	$	1,050,361	$	948,579	10.7	%	10.9	%

Groupon, Inc.
Supplemental Financial Information and Business Metrics ^{(9) (10)}
(financial data in thousands; active customers in millions)
(unaudited)

		Q4 2014				Q1 2015				Q2 2015				Q3 2015				Q4 2015
Segments
North America Segment:
Gross Billings ⁽¹⁾:
	Local ⁽²⁾Gross Billings	$	499,250			$	512,558			$	499,378			$	481,608			$	531,154
	Travel Gross Billings		80,296				96,678				102,908				101,801				89,389
	Gross Billings – Services		579,546				609,236				602,286				583,409				620,543
	Gross Billings – Goods		369,033				284,741				293,970				285,794				429,818
	Total Gross Billings	$	948,579			$	893,977			$	896,256			$	869,203			$	1,050,361
	Year-over-year growth		20		%		14		%		12		%		12		%		11		%
	% Third Party and Other		62		%		69		%		68		%		68		%		60		%
	% Direct		38		%		31		%		32		%		32		%		40		%
Gross Billings Trailing Twelve Months (TTM)		$	3,303,479			$	3,415,687			$	3,513,098			$	3,608,015			$	3,709,797

Revenue ⁽³⁾:
	Local Revenue	$	170,946			$	180,864			$	172,461			$	163,786			$	184,201
	Travel Revenue		17,165				19,989				21,958				21,394				18,390
	Revenue – Services		188,111				200,853				194,419				185,180				202,591
	Revenue – Goods		362,863				279,029				286,863				278,751				420,056
	Total Revenue	$	550,974			$	479,882			$	481,282			$	463,931			$	622,647
	Year-over-year growth		24		%		11		%		14		%		11		%		13		%
	% Third Party and Other		35		%		42		%		41		%		40		%		33		%
	% Direct		65		%		58		%		59		%		60		%		67		%
Revenue TTM		$	1,824,461			$	1,873,281			$	1,930,632			$	1,976,069			$	2,047,742

Gross Profit ⁽⁴⁾:
	Local Gross Profit	$	147,582			$	154,776			$	147,574			$	138,798			$	159,745
	% of North America Local Gross Billings		29.6		%		30.2		%		29.6		%		28.8		%		30.1		%
	Travel Gross Profit		14,187				15,791				18,385				17,644				15,207
	% of North America Travel Gross Billings		17.7		%		16.3		%		17.9		%		17.3		%		17.0		%
	Gross Profit – Services		161,769				170,567				165,959				156,442				174,952
	% of North America Services Gross Billings		27.9		%		28.0		%		27.6		%		26.8		%		28.2		%
	Gross Profit – Goods		34,404				23,923				30,598				34,801				44,329
	% of North America Goods Gross Billings		9.3		%		8.4		%		10.4		%		12.2		%		10.3		%
	Total Gross Profit	$	196,173			$	194,490			$	196,557			$	191,243			$	219,281
	Year-over-year growth		13		%		8		%		9		%		9		%		12		%
	% Third Party and Other		83		%		88		%		85		%		83		%		81		%
	% Direct		17		%		12		%		15		%		17		%		19		%
	% of North America Total Gross Billings		20.7		%		21.8		%		21.9		%		22.0		%		20.9		%

EMEA Segment:
Gross Billings:
	Local Gross Billings	$	242,119			$	217,598			$	198,553			$	182,540			$	197,445
	Travel Gross Billings		72,710				65,065				59,544				64,916				59,836
	Gross Billings – Services		314,829				282,663				258,097				247,456				257,281
	Gross Billings – Goods		245,712				176,526				175,439				167,026				229,866
	Total Gross Billings	$	560,541			$	459,189			$	433,536			$	414,482			$	487,147
	Year-over-year growth		(1	)	%		(11	)	%		(10	)	%		(15	)	%		(13	)	%
	Year-over-year growth, excluding FX ⁽⁵⁾		8		%		7		%		9		%		(1	)	%		(2	)	%
	% Third Party and Other		74		%		77		%		76		%		75		%		70		%
	% Direct		26		%		23		%		24		%		25		%		30		%
Gross Billings TTM		$	2,046,807			$	1,992,408			$	1,942,689			$	1,867,748			$	1,794,354

Revenue:
	Local Revenue	$	95,572			$	82,536			$	75,543			$	70,781			$	73,225
	Travel Revenue		16,321				14,717				13,100				13,561				11,681
	Revenue – Services		111,893				97,253				88,643				84,342				84,906
	Revenue – Goods		160,582				118,967				115,404				114,945				163,420
	Total Revenue	$	272,475			$	216,220			$	204,047			$	199,287			$	248,326
	Year-over-year growth		8		%		(6	)	%		(10	)	%		(13	)	%		9		%
	Year-over-year growth, excluding FX		18		%		13		%		9		%		2		%		3		%
	% Third Party and Other		46		%		51		%		48		%		48		%		41		%
	% Direct		54		%		49		%		52		%		52		%		59		%
Revenue TTM		$	961,130			$	946,457			$	922,814			$	892,029			$	867,880

Gross Profit:
	Local Gross Profit	$	90,150			$	77,356			$	70,270			$	66,288			$	68,966
	% of EMEA Local Gross Billings		37.2		%		35.5		%		35.4		%		36.3		%		34.9		%
	Travel Gross Profit		15,226				12,400				11,939				12,323				10,732
	% of EMEA Travel Gross Billings		20.9		%		19.1		%		20.1		%		19.0		%		17.9		%
	Gross Profit – Services		105,376				89,756				82,209				78,611				79,698
	% of EMEA Services Gross Billings		33.5		%		31.8		%		31.9		%		31.8		%		31.0		%
	Gross Profit – Goods		38,154				25,481				21,878				24,905				43,026
	% of EMEA Goods Gross Billings		15.5		%		14.4		%		12.5		%		14.9		%		18.7		%
	Total Gross Profit	$	143,530			$	115,237			$	104,087			$	103,516			$	122,724
	Year-over-year growth		(6	)	%		(18	)	%		(26	)	%		(21	)	%		(14	)	%
	% Third Party and Other		82		%		87		%		86		%		86		%		77		%
	% Direct		18		%		13		%		14		%		14		%		23		%
	% of EMEA Total Gross Billings		25.6		%		25.1		%		24.0		%		25.0		%		25.2		%

Rest of World Segment:
Gross Billings:
	Local Gross Billings	$	105,420			$	99,735			$	100,403			$	92,972			$	83,430
	Travel Gross Billings		32,313				32,946				31,263				30,709				25,369
	Gross Billings – Services		137,733				132,681				131,666				123,681				108,799
	Gross Billings – Goods		77,816				66,154				67,555				60,168				60,685
	Total Gross Billings	$	215,549			$	198,835			$	199,221			$	183,849			$	169,484
	Year-over-year growth		(10	)	%		(12	)	%		(9	)	%		(19	)	%		(21	)	%
	Year-over-year growth, excluding FX		—		%		(1	)	%		6		%		—		%		(7	)	%
	% Third Party and Other		96		%		98		%		97		%		96		%		95		%
	% Direct		4		%		2		%		3		%		4		%		5		%
Gross Billings TTM		$	887,546			$	861,032			$	840,243			$	797,454			$	751,389

Revenue:
	Local Revenue	$	32,264			$	30,281			$	28,499			$	26,372			$	22,229
	Travel Revenue		5,757				6,495				6,363				6,135				5,098
	Revenue – Services		38,021				36,776				34,862				32,507				27,327
	Revenue – Goods		21,758				17,478				18,204				17,870				18,870
	Total Revenue	$	59,779			$	54,254			$	53,066			$	50,377			$	46,197
	Year-over-year growth		(19	)	%		(18	)	%		(18	)	%		(23	)	%		(23	)	%
	Year-over-year growth, excluding FX		(9	)	%		(8	)	%		(4	)	%		(5	)	%		(8	)	%
	% Third Party and Other		86		%		91		%		87		%		86		%		82		%
	% Direct		14		%		9		%		13		%		14		%		18		%
Revenue TTM		$	256,532			$	244,326			$	232,802			$	217,476			$	203,894

Gross Profit:
	Local Gross Profit	$	27,175			$	26,161			$	24,567			$	22,568			$	18,889
	% of Rest of World Local Gross Billings		25.8		%		26.2		%		24.5		%		24.3		%		22.6		%
	Travel Gross Profit		3,815				4,906				5,012				4,859				4,040
	% of Rest of World Travel Gross Billings		11.8		%		14.9		%		16.0		%		15.8		%		15.9		%
	Gross Profit – Services		30,990				31,067				29,579				27,427				22,929
	% of Rest of World Services Gross Billings		22.5		%		23.4		%		22.5		%		22.2		%		21.1		%
	Gross Profit – Goods		7,416				6,612				6,784				6,726				6,806
	% of Rest of World Goods Gross Billings		9.5		%		10.0		%		10.0		%		11.2		%		11.2		%
	Total Gross Profit	$	38,406			$	37,679			$	36,363			$	34,153			$	29,735
	Year-over-year growth		(24	)	%		(16	)	%		(20	)	%		(28	)	%		(23	)	%
	% Third Party and Other		96		%		99		%		99		%		99		%		99		%
	% Direct		4		%		1		%		1		%		1		%		1		%
	% of Rest of World Total Gross Billings		17.8		%		18.9		%		18.3		%		18.6		%		17.5		%

Consolidated Results of Operations:
Gross Billings:
	Local Gross Billings	$	846,789			$	829,891			$	798,334			$	757,120			$	812,029
	Travel Gross Billings		185,319				194,689				193,715				197,426				174,594
	Gross Billings – Services		1,032,108				1,024,580				992,049				954,546				986,623
	Gross Billings – Goods		692,561				527,421				536,964				512,988				720,369
	Total Gross Billings	$	1,724,669			$	1,552,001			$	1,529,013			$	1,467,534			$	1,706,992
	Year-over-year growth		8		%		2		%		2		%		(2	)	%		(1	)	%
	Year-over-year growth, excluding FX		13		%		10		%		10		%		6		%		4		%
	% Third Party and Other		70		%		75		%		74		%		74		%		66		%
	% Direct		30		%		25		%		26		%		26		%		34		%
Gross Billings TTM		$	6,237,832			$	6,269,127			$	6,296,030			$	6,273,217			$	6,255,540
	Year-over-year growth		8		%		7		%		6		%		3		%		—		%

Revenue:
	Local Revenue	$	298,782			$	293,681			$	276,503			$	260,939			$	279,655
	Travel Revenue		39,243				41,201				41,421				41,090				35,169
	Revenue – Services		338,025				334,882				317,924				302,029				314,824
	Revenue – Goods		545,203				415,474				420,471				411,566				602,346
Total Revenue		$	883,228			$	750,356			$	738,395			$	713,595			$	917,170
	Year-over-year growth		15		%		3		%		3		%		—		%		4		%
	Year-over-year growth, excluding FX		19		%		10		%		11		%		7		%		9		%
	% Third Party and Other		42		%		48		%		46		%		46		%		38		%
	% Direct		58		%		52		%		54		%		54		%		62		%
Revenue TTM		$	3,042,123			$	3,064,064			$	3,086,248			$	3,085,574			$	3,119,516
	Year-over-year growth		18		%		13		%		10		%		5		%		3		%

Gross Profit:
	Local Gross Profit	$	264,907			$	258,293			$	242,411			$	227,654			$	247,600
	% of Consolidated Local Gross Billings		31.3		%		31.1		%		30.4		%		30.1		%		30.5		%
	Travel Gross Profit		33,228				33,097				35,336				34,826				29,979
	% of Consolidated Travel Gross Billings		17.9		%		17.0		%		18.2		%		17.6		%		17.2		%
	Gross Profit – Services		298,135				291,390				277,747				262,480				277,579
	% of Consolidated Services Gross Billings		28.9		%		28.4		%		28.0		%		27.5		%		28.1		%
	Gross Profit – Goods		79,974				56,016				59,260				66,432				94,161
	% of Consolidated Goods Gross Billings		11.5		%		10.6		%		11.0		%		13.0		%		13.1		%
	Total Gross Profit	$	378,109			$	347,406			$	337,007			$	328,912			$	371,740
	Year-over-year growth		—		%		(5	)	%		(8	)	%		(7	)	%		(2	)	%
	% Third Party and Other		84		%		89		%		87		%		85		%		81		%
	% Direct		16		%		11		%		13		%		15		%		19		%
	% of Total Consolidated Gross Billings		21.9		%		22.4		%		22.0		%		22.4		%		21.8		%

Marketing		$	59,812			$	52,533			$	57,007			$	61,587			$	83,208
Selling, general and administrative		$	285,466			$	289,847			$	288,721			$	326,248			$	287,976
Adjusted EBITDA		$	92,914			$	72,370			$	61,118			$	56,334			$	67,010
	% of Total Consolidated Gross Billings		5.4		%		4.7		%		4.0		%		3.8		%		3.9		%
	% of Total Consolidated Revenue		10.5		%		9.6		%		8.3		%		7.9		%		7.3		%

Global headcount as of December 31, 2015 and 2014 was as follows:

		Q4 2014	Q4 2015
	Sales ⁽⁸⁾	4,493	3,992
	% North America	31 %	34 %
	% EMEA	42 %	41 %
	% Rest of World	27 %	25 %
	Other	6,256	5,880
	Total Headcount	10,749	9,872