Press Release

Adds nearly 1 million new customers, boosts AEBITDA Guidance

• Gross billings of $1.47 billion
• Revenue of $732.0 million
• Adjusted EBITDA of $31.3 million
• GAAP loss per share of $0.08; non-GAAP loss per share of $0.01
• Operating Cash Flow of $179.4 million for the trailing twelve month period; Free Cash Flow of $93.8 million for the trailing twelve month period
• Affirming fiscal year 2016 revenue guidance of $2.75 billion to $3.05 billion and increased 2016 expected Adjusted EBITDA range to $85 million to $135 million

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

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

First Quarter 2016 Summary

• Gross Billings were $1.47 billion in the first quarter, down 5% from $1.55 billion in the first quarter of 2015, or 3% excluding the unfavorable impact of year-over-year changes in foreign exchange rates. The reduction in Gross Billings includes our continued restructuring efforts, country closures, and our initiative to de-emphasize low margin Shopping offerings. North America gross billings increased 5%, EMEA declined by 12%, and Rest of World declined by 17% on the same F/X neutral basis. Gross billings reflect the total dollar value of customer purchases of goods and services.
• Revenue was $732.0 million in the first quarter 2016, compared with $750.4 million in the first quarter 2015. Revenue decreased 2% globally, or less than 1% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America revenue increased 4%, EMEA declined 10% and Rest of World declined 8%.
• Gross profit was $339.3 million in the first quarter 2016, compared with $347.4 million in the first quarter 2015. Gross profit declined 2% globally, but was flat excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter.
• Adjusted EBITDA, a non-GAAP financial measure, was $31.3 million in the first quarter 2016, compared with $72.4 million in the first quarter 2015.
• Net loss attributable to common stockholders was $49.1 million, or $0.08 per share. Non-GAAP net loss attributable to common stockholders was $4.6 million, or $0.01 per share.
• Global units declined 3% year-over-year to 52 million consistent with restructuring efforts in international segments. Units in North America increased 6%, EMEA units declined 7%, and Rest of World units declined 25%. Units are defined as vouchers and products sold before cancellations and refunds.
• Operating cash flow for the trailing twelve months ended March 31, 2016 was $179.4
  million. Free cash flow, a non-GAAP financial measure, was negative $96.7 million in the first quarter 2016, bringing free cash flow for the trailing twelve months ended March 31, 2016 to $93.8 million.
• Cash and cash equivalents as of March 31, 2016 was $688.5 million, and we had no outstanding borrowings under our revolving credit facility. On April 4, the company issued $250 million in aggregate principal amount of senior convertible notes, the proceeds of which are not reflected in our cash balance as of March 31.

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

Highlights

• Groupon sold its one billionth unit in Q1. Groupon crossed the one billion-sold milestone with units sold of 52 million in the quarter and 6% unit growth in North America.
• North America Gross Profit grew 11% year-over-year. North America gross profit grew 11% year-over-year to $215.9 million and gross margin increased to 23% of gross billings, a two-year high.
• Shopping Gross Margins increased year-over-year in all segments for a second consecutive quarter. Shopping gross margins of 13.7% increased 310 basis points year-over-year with increases of 390 basis points in North America, 200 basis points in EMEA and 320 basis points in Rest of World. All segments recorded a second consecutive quarter of year-over-year increases as we made progress on our initiatives to de-emphasize low margin Shopping offerings and drive more efficiency from our logistics network.
• North America added nearly 1 million active customers in the quarter. Marketing investments in customer acquisition resulted in an incremental 955,000 active customers in North America, as compared to the prior quarter, which is the highest quarterly increase in two years. North America reported 26.9 million active customers at March 31. Active customers are customers that have purchased a voucher or product within the last twelve months.
• North America more than doubled active deals year-over-year. At the end of the first quarter 2016, on average, active deals were more than 700,000 globally and more than 425,000 in North America, an increase of over two-fold.
• Global SG&A declined by $9m year-over-year on solid execution on our operational streamlining initiatives. SG&A in International markets declined by $18 million year-over-year as we exited 17 countries under our restructuring plan and consolidated key shared service functions into regional centers to improve customer service while gaining operating leverage.

Share Repurchase

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

Outlook

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

Groupon Names Mike Randolfi as Chief Financial Officer

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

Conference Call

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

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

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP net income attributable to common stockholders, non-GAAP earnings per share and free cash flow. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding Groupon's current financial performance and its prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see ''Non-GAAP Reconciliation Schedules'' and ''Supplemental Financial Information and Business Metrics'' included in the tables accompanying this release.

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

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

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

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

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

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

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

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

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

Non-GAAP net income (loss) attributable to common 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; our senior convertible notes; and our ability to complete and realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' in the company's Annual Report on Form 10-K for the year ended December 31, 2015, Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and our other filings with the 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 April 28, 2016. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

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

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

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

Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)
The financial results of Ticket Monster are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months ended March 31, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
																		Y/Y %
																		Growth
		Three Months Ended March 31,								Y/Y %								excluding
			2016				2015			Growth				FX Effect(2)				FX(2)
Gross Billings (1):
North America		$	937,074			$	893,977			4.8		%		$	(708	)		4.9		%
EMEA			392,227				459,189			(14.6	)	%			(13,120	)		(11.7	)	%
Rest of World			142,709				198,835			(28.2	)	%			(21,873	)		(17.2	)	%
Consolidated gross billings		$	1,472,010			$	1,552,001			(5.2	)	%		$	(35,701	)		(2.9	)	%
Revenue:
North America		$	500,813			$	479,882			4.4		%		$	(154	)		4.4		%
EMEA			188,970				216,220			(12.6	)	%			(6,268	)		(9.7	)	%
Rest of World			42,188				54,254			(22.2	)	%			(7,702	)		(8.0	)	%
Consolidated revenue		$	731,971			$	750,356			(2.5	)	%		$	(14,124	)		(0.6	)	%
Income (loss) from operations		$	(47,333	)		$	5,295			(993.9	)	%		$	(229	)		(989.6	)	%
Income (loss) from continuing operations		$	(45,596	)		$	(16,739	)
Income (loss) from discontinued operations, net of tax		$	—			$	6,284
Net income (loss) attributable to Groupon, Inc.		$	(49,119	)		$	(14,273	)
Basic net income (loss) per share:
Continuing operations		$	(0.08	)		$	(0.03	)
Discontinued operations			-				0.01
Basic net income (loss) per share		$	(0.08	)		$	(0.02	)
Diluted net income (loss) per share:
Continuing operations		$	(0.08	)		$	(0.03	)
Discontinued operations			-				0.01
Diluted net income (loss) per share		$	(0.08	)		$	(0.02	)
Weighted average number of shares outstanding
Basic			582,751,678				676,382,937
Diluted			582,571,678				676,382,937

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2)		Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended March 31, 2015.

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

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

Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
			Three Months Ended March 31,
			2015					2014
Revenue:
Third party and other			$	334,568				$	360,121
Direct				397,403					390,235
Total revenue				731,971					750,356
Cost of revenue:
Third party and other				46,781					51,697
Direct				345,862					351,253
Total cost of revenue				392,643					402,950
Gross profit				339,328					347,406
Operating expenses:
Marketing				89,765					52,533
Selling, general and administrative				280,988					289,847
Restructuring charges				12,444					—
Acquisition-related expense (benefit), net				3,464					(269	)
Total operating expenses				386,661					342,111
Income (loss) from operations				(47,333	)				5,295
Other income (expense), net (1)				3,486					(19,927	)
Income (loss) from continuing operations before provision (benefit) for income taxes				(43,847	)				(14,632	)
Provision (benefit) for income taxes				1,749					2,107
Income (loss) from continuing operations				(45,596	)				(16,739	)
Income (loss) from discontinued operations, net of tax				—					6,284
Net income (loss)				(45,596	)				(10,455	)
Net income attributable to noncontrolling interests				(3,523	)				(3,818	)
Net income (loss) attributable to Groupon, Inc.			$	(49,119	)			$	(14,273	)
Basic net income (loss) per share:
Continuing operations			$	(0.08	)			$	(0.03	)
Discontinued operations				-					0.01
Basic net income (loss) per share			$	(0.08	)			$	(0.02	)
Diluted net income (loss) per share:
Continuing operations			$	(0.08	)			$	(0.03	)
Discontinued operations				-					0.01
Diluted net income (loss) per share			$	(0.08	)			$	(0.02	)
Weighted average number of shares outstanding
Basic				582,751,678					676,382,937
Diluted				582,571,678					676,382,937

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

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

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

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2)		Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.
(3)		Segment cost of revenue and operating expenses for the three months ended March 31, 2016 includes restructuring charges of $2.9 million in North America (which excludes $2.6 million of stock-based compensation), $3.5 million in EMEA and $3.4 million in Rest of World.

Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)
Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Net income (loss) from continuing operations" for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP financial measure, "Diluted net income (loss) per share," for the periods presented.
The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Income (loss) from continuing operations."
				Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
		Income (loss) from continuing operations		$	(16,739	)		$	(15,267	)		$	(24,613	)		$	(32,552	)		$	(45,596	)
		Adjustments:
		Stock-based compensation (1)			35,144				38,467				35,432				32,691				27,976
		Depreciation and amortization			32,200				31,372				35,635				33,763				34,797
		Acquisition-related expense (benefit), net			(269	)			505				1,064				557				3,464
		Restructuring charges			—				—				24,146				5,422				12,444
		Gain on disposition of business			—				—				(13,710	)			—				—
		Prepaid marketing write-off			—				—				6,690				—				—
		Securities litigation expense			—				—				37,500				—				—
		Non-operating expense (income), net			19,927				(2,941	)			8,160				3,393				(3,486	)
		Provision (benefit) for income taxes			2,107				8,982				(53,970	)			23,736				1,749
		Total adjustments			89,109				76,385				80,947				99,562				76,944
		Adjusted EBITDA		$	72,370			$	61,118			$	56,334			$	67,010			$	31,348
(1)		Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million, $0.2 million and $0.2 million of additional stock-based compensation for the three months ended June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016, respectively. Restructuring charges includes $2.6 million of additional stock-based compensation for the three months ended March 31, 2016.
		The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months ended March 31, 2016:
				Three Months Ended March 31, 2016
		Net income (loss) attributable to common stockholders		$	(49,119	)
		Stock-based compensation (1)			28,208
		Amortization of acquired intangible assets			4,654
		Acquisition-related expense (benefit), net			3,464
		Restructuring charges			12,444
		Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings (2)			(5,470	)
		Loss from changes in fair value of investments			1,100
		Income tax effect of above adjustments			88
		Non-GAAP net income (loss) attributable to common stockholders		$	(4,631	)
		Diluted shares			582,751,678
		Incremental diluted shares			—
		Adjusted diluted shares			582,751,678
		Diluted net income (loss) per share			(0.08	)
		Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring and related tax effects			0.07
		Non-GAAP net income (loss) per share		$	(0.01	)
(1)		Excludes $2.6 million of stock-based compensation classified within restructuring charges.
(2)		For the three months ended March 31, 2016, a $1.5 million cumulative translation loss was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.
		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 March 31, 2016 was as follows:
				Three Months Ended March 31, 2016												Three Months Ended March 31, 2016
				At Avg. Q1 2015				Exchange Rate				As				At Avg. Q4 2015				Exchange Rate				As
				Rates (1)				Effect(2)				Reported				Rates (3)				Effect(2)				Reported
		Gross billings		$	1,507,711			$	(35,701	)		$	1,472,010			$	1,478,984			$	(6,974	)		$	1,472,010
		Revenue			746,095				(14,124	)			731,971				734,872				(2,901	)			731,971
		Income (loss) from operations		$	(47,104	)		$	(229	)		$	(47,333	)		$	(46,447	)		$	(886	)		$	(47,333	)
(1)		Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months ended March 31, 2015.
(2)		Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.
(3)		Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months ended December 31, 2015.
		The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.
				Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
		EMEA Gross billings growth, excluding FX			7		%		9		%		(1	)	%		(2	)	%		(12	)	%
		FX Effect			(18	)			(19	)			(14	)			(11	)			(3	)
		EMEA Gross billings growth			(11	)	%		(10	)	%		(15	)	%		(13	)	%		(15	)	%
		Rest of World Gross billings growth, excluding FX			(1	)	%		6		%		—		%		(7	)	%		(17	)	%
		FX Effect			(11	)			(15	)			(19	)			(14	)			(11	)
		Rest of World Gross billings growth			(12	)	%		(9	)	%		(19	)	%		(21	)	%		(28	)	%
		Consolidated Gross billings growth, excluding FX			10		%		10		%		6		%		4		%		(3	)	%
		FX Effect			(8	)			(8	)			(8	)			(5	)			(2	)
		Consolidated Gross billings growth			2		%		2		%		(2	)	%		(1	)	%		(5	)	%
		The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.
				Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
		EMEA Revenue growth, excluding FX			13		%		9		%		2		%		3		%		(10	)	%
		FX Effect			(19	)			(19	)			(15	)			(12	)			(3	)
		EMEA Revenue growth			(6	)	%		(10	)	%		(13	)	%		(9	)	%		(13	)	%
		Rest of World Revenue growth, excluding FX			(8	)	%		(4	)	%		(5	)	%		(8	)	%		(8	)	%
		FX Effect			(10	)			(14	)			(18	)			(15	)			(14	)
		Rest of World Revenue growth			(18	)	%		(18	)	%		(23	)	%		(23	)	%		(22	)	%
		Consolidated Revenue growth, excluding FX			10		%		11		%		7		%		9		%		(1	)	%
		FX Effect			(7	)			(8	)			(7	)			(5	)			(1	)
		Consolidated Revenue growth			3		%		3		%		—		%		4		%		(2	)	%

The effect on North America's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows:
																		Y/Y%
					Exchange													Growth
		At Avg. Q1			Rate				March 31, 2016			March 31, 2015			Y/Y %			excluding
		2015 Rates (1)			Effect (2)				As Reported			As Reported			Growth			FX
Local:
Third party and other		$	540,038		$	(415	)		$	539,623		$	512,558		5.3		%	5.4		%
Travel:
Third party			103,473			(83	)			103,390			96,678		6.9		%	7.0		%
Total services			643,511			(498	)			643,013			609,236		5.5		%	5.6		%
Goods:
Third party			8,515			(210	)			8,305			6,360		30.6		%	33.9		%
Direct			285,756			—				285,756			278,381		2.6		%	2.6		%
Total			294,271			(210	)			294,061			284,741		3.3		%	3.3		%
Total gross billings		$	937,782		$	(708	)		$	937,074		$	893,977		4.8		%	4.9		%
The effect on EMEA's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows:
																		Y/Y%
					Exchange													Growth
		At Avg. Q1			Rate				March 31, 2016			March 31, 2015			Y/Y %			excluding
		2015 Rates (1)			Effect (2)				As Reported			As Reported			Growth			FX
Local:
Third party and other		$	180,262		$	(6,229	)		$	174,033		$	217,598		(20.0	)	%	(17.2	)	%
Travel:
Third party			59,189			(1,988	)			57,201			65,065		(12.1	)	%	(9.0	)	%
Total services			239,451			(8,217	)			231,234			282,663		(18.2	)	%	(15.3	)	%
Goods:
Third party			57,626			(1,853	)			55,773			69,537		(19.8	)	%	(17.1	)	%
Direct			108,270			(3,050	)			105,220			106,989		(1.7	)	%	1.2		%
Total			165,896			(4,903	)			160,993			176,526		(8.8	)	%	(6.0	)	%
Total gross billings		$	405,347		$	(13,120	)		$	392,227		$	459,189		(14.6	)	%	(11.7	)	%
The effect on Rest of World's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows:
																		Y/Y%
					Exchange													Growth
		At Avg. Q1			Rate				March 31, 2016			March 31, 2015			Y/Y %			excluding
		2015 Rates (1)			Effect (2)				As Reported			As Reported			Growth			FX
Local:
Third party and other		$	86,569		$	(11,275	)		$	75,294		$	99,735		(24.5	)	%	(13.2	)	%
Travel:
Third party			28,918			(4,990	)			23,928			32,946		(27.4	)	%	(12.2	)	%
Total services			115,487			(16,265	)			99,222			132,681		(25.2	)	%	(13.0	)	%
Goods:
Third party			40,658			(3,598	)			37,060			61,289		(39.5	)	%	(33.7	)	%
Direct			8,437			(2,010	)			6,427			4,865		32.1		%	73.4		%
Total			49,095			(5,608	)			43,487			66,154		(34.3	)	%	(25.8	)	%
Total gross billings		$	164,582		$	(21,873	)		$	142,709		$	198,835		(28.2	)	%	(17.2	)	%
The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended March 31, 2016 was as follows:
																		Y/Y%
					Exchange													Growth
		At Avg. Q1			Rate				March 31, 2016			March 31, 2015			Y/Y %			excluding
		2015 Rates (1)			Effect (2)				As Reported			As Reported			Growth			FX
Local:
Third party and other		$	806,869		$	(17,919	)		$	788,950		$	829,891		(4.9	)	%	(2.8	)	%
Travel:
Third party			191,580			(7,061	)		$	184,519			194,689		(5.2	)	%	(1.6	)	%
Total services			998,449			(24,980	)			973,469			1,024,580		(5.0	)	%	(2.6	)	%
Goods:
Third party			106,799			(5,661	)			101,138			137,186		(26.3	)	%	(22.2	)	%
Direct			402,463			(5,060	)			397,403			390,235		1.8		%	3.1		%
Total			509,262			(10,721	)			498,541			527,421		(5.5	)	%	(3.4	)	%
Total gross billings		$	1,507,711		$	(35,701	)		$	1,472,010		$	1,552,001		(5.2	)	%	(2.9	)	%

(1)		Represents the financial statement balances that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended March 31, 2016.
(2)		Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.

Groupon, Inc.
Supplemental Financial Information and Business Metrics (9)(11)
(financial data in thousands; active customers in millions)
(unaudited)
		Q1 2015				Q2 2015				Q3 2015				Q4 2015				Q1 2016
Segments
North America Segment:
Gross Billings (1):
Local (2) Gross Billings		$	512,558			$	499,378			$	481,608			$	531,154			$	539,623
Travel Gross Billings			96,678				102,908				101,801				89,389				103,390
Gross Billings - Services			609,236				602,286				583,409				620,543				643,013
Gross Billings - Goods			284,741				293,970				285,794				429,818				294,061
Total Gross Billings		$	893,977			$	896,256			$	869,203			$	1,050,361			$	937,074
Year-over-year growth			14		%		12		%		12		%		11		%		5		%
% Third Party and Other			69		%		68		%		68		%		60	%	%		70	%	%
% Direct			31		%		32		%		32		%		40	%	%		30	%	%
Gross BillingsTrailing Twelve Months (TTM)		$	3,415,687			$	3,513,098			$	3,608,015			$	3,709,797			$	3,752,894
Revenue (3):
Local Revenue		$	180,864			$	172,461			$	163,786			$	184,201			$	192,153
Travel Revenue			19,989				21,958				21,394				18,390				20,914
Revenue - Services			200,853				194,419				185,180				202,591				213,067
Revenue - Goods			279,029				286,863				278,751				420,056				287,746
Total Revenue		$	479,882			$	481,282			$	463,931			$	622,647			$	500,813
Year-over-year growth			11		%		14		%		11		%		13		%		4		%
% Third Party and Other			42		%		41		%		40		%		33	%	%		43	%	%
% Direct			58		%		59		%		60		%		67	%	%		57	%	%
Revenue TTM		$	1,873,281			$	1,930,632			$	1,976,069			$	2,047,742			$	2,068,673
Gross Profit (4):
Local Gross Profit		$	154,776			$	147,574			$	138,798			$	159,745			$	164,018
% of North America Local Gross Billings			30.2		%		29.6		%		28.8		%		30.1		%		30.4		%
Travel Gross Profit			15,791				18,385				17,644				15,207				15,712
% of North America Travel Gross Billings			16.3		%		17.9		%		17.3	%	%		17.0	%	%		15.2	%	%
Gross Profit - Services			170,567				165,959				156,442				174,952				179,730
% of North America Services Gross Billings			28.0		%		27.6		%		26.8		%		28.2		%		28.0		%
Gross Profit - Goods			23,923				30,598				34,801				44,329				36,213
% of North America Goods Gross Billings			8.4		%		10.4		%		12.2		%		10.3		%		12.3		%
Total Gross Profit		$	194,490			$	196,557			$	191,243			$	219,281			$	215,943
Year-over-year growth			8		%		9		%		9		%		12		%		11		%
% Third Party and Other			88		%		85		%		83		%		81		%		84		%
% Direct			12		%		15		%		17		%		19		%		16		%
% of North America Total Gross Billings			21.8		%		21.9		%		22.0		%		20.9		%		23.0		%
EMEA Segment:
Gross Billings:
Local Gross Billings		$	217,598			$	198,553			$	182,540			$	197,445			$	174,033
Travel Gross Billings			65,065				59,544				64,916				59,836				57,201
Gross Billings - Services			282,663				258,097				247,456				257,281				231,234
Gross Billings - Goods			176,526				175,439				167,026				229,866				160,993
Total Gross Billings		$	459,189			$	433,536			$	414,482			$	487,147			$	392,227
Year-over-year growth			(11	)	%		(10	)	%		(15	)	%		(13	)	%		(15	)	%
Year-over-year growth, excluding FX			7		%		9		%		(1	)	%		(2	)%	%		(12	)	%
% Third Party and Other			77		%		76		%		75		%		70	%	%		73	%	%
% Direct			23		%		24		%		25		%		30	%	%		27	%	%
Gross Billings TTM		$	1,992,408			$	1,942,689			$	1,867,748			$	1,794,354			$	1,727,392
Revenue:
Local Revenue		$	82,536			$	75,543			$	70,781			$	73,225			$	61,886
Travel Revenue			14,717				13,100				13,561				11,681				11,178
Revenue - Services			97,253				88,643				84,342				84,906				73,064
Revenue - Goods			118,967				115,404				114,945				163,420				115,906
Total Revenue		$	216,220			$	204,047			$	199,287			$	248,326			$	188,970
Year-over-year growth			(6	)	%		(10	)	%		(13	)	%		(9	)	%		(13	)	%
Year-over-year growth, excluding FX			13		%		9		%		2		%		3		%		(10	)	%
% Third Party and Other			51		%		48		%		48		%		41	%	%		44		%
% Direct			49		%		52		%		52		%		59	%	%		56		%
Revenue TTM		$	946,457			$	922,814			$	892,029			$	867,880			$	840,630
Gross Profit:
Local Gross Profit		$	77,356			$	70,270			$	66,288			$	68,966			$	58,263
% of EMEA Local Gross Billings			35.5		%		35.4		%		36.3		%		0.3		%		33.5		%
Travel Gross Profit			12,400				11,939				12,323				10,732				10,215
% of EMEA Travel Gross Billings			19.1		%		20.1		%		19.0		%		17.9		%		17.9		%
Gross Profit - Services			89,756				82,209				78,611				79,698				68,478
% of EMEA Services Gross Billings			31.8		%		31.9		%		31.8		%		31.0		%		29.6		%
Gross Profit - Goods			25,481				21,878				24,905				43,026				26,412
% of EMEA Goods Gross Billings			14.4		%		12.5		%		14.9		%		18.7		%		16.4		%
Total Gross Profit		$	115,237			$	104,087			$	103,516			$	122,724			$	94,890
Year-over-year growth			(18	)	%		(26	)	%		(21	)	%		(14	)	%		(18	)	%
% Third Party and Other			87		%		86		%		86		%		77		%		82		%
% Direct			13		%		14		%		14		%		23		%		18		%
% of EMEA Total Gross Billings			25.1		%		24.0		%		25.0		%		25.2		%		24.2		%
Rest of World Segment:
Gross Billings:
Local Gross Billings		$	99,735			$	100,403			$	92,972			$	83,430			$	75,294
Travel Gross Billings			32,946				31,263				30,709				25,369				23,928
Gross Billings - Services			132,681				131,666				123,681				108,799				99,222
Gross Billings - Goods			66,154				67,555				60,168				60,685				43,487
Total Gross Billings		$	198,835			$	199,221			$	183,849			$	169,484			$	142,709
Year-over-year growth			(12	)	%		(9	)	%		(19	)	%		(21	)	%		(28	)	%
Year-over-year growth, excluding FX			(1	)	%		6		%		—		%		(7	)%	%		(17	)	%
% Third Party and Other			98		%		97		%		96		%		95	%	%		95	%	%
% Direct			2		%		3		%		4		%		5	%	%		5	%	%
Gross Billings TTM		$	861,032			$	840,243			$	797,454			$	751,389			$	695,263
Revenue:
Local Revenue		$	30,281			$	28,499			$	26,372			$	22,229			$	22,082
Travel Revenue			6,495				6,363				6,135				5,098				5,049
Revenue - Services			36,776				34,862				32,507				27,327				27,131
Revenue - Goods			17,478				18,204				17,870				18,870				15,057
Total Revenue		$	54,254			$	53,066			$	50,377			$	46,197			$	42,188
Year-over-year growth			(18	)	%		(18	)	%		(23	)	%		(23	)	%		(22	)	%
Year-over-year growth, excluding FX			(8	)	%		(4	)	%		(5	)	%		(8	)	%		(8	)	%
% Third Party and Other			91		%		87		%		86		%		82		%		85		%
% Direct			9		%		13		%		14		%		18		%		15		%
Revenue TTM		$	244,326			$	232,802			$	217,476			$	203,894			$	191,828
Gross Profit:
Local Gross Profit		$	26,161			$	24,567			$	22,568			$	18,889			$	18,771
% of Rest of World Local Gross Billings			26.2		%		24.5		%		24.3		%		22.6		%		24.9		%
Travel Gross Profit			4,906				5,012				4,859				4,040				3,997
% of Rest of World Travel Gross Billings			14.9		%		16.0		%		15.8		%		15.9		%		16.7		%
Gross Profit - Services			31,067				29,579				27,427				22,929				22,768
% of Rest of World Services Gross Billings			23.4		%		22.5		%		22.2		%		21.1		%		22.9		%
Gross Profit - Goods			6,612				6,784				6,726				6,806				5,727
% of Rest of World Goods Gross Billings			10.0		%		10.0		%		11.2		%		11.2		%		13.2		%
Total Gross Profit		$	37,679			$	36,363			$	34,153			$	29,735			$	28,495
Year-over-year growth			(16	)	%		(20	)	%		(28	)	%		(23	)	%		(24	)	%
% Third Party and Other			99		%		99		%		99		%		99		%		100		%
% Direct			1		%		1		%		1		%		1		%		—		%
% of Rest of World Total Gross Billings			18.9		%		18.3		%		18.6		%		17.5		%		20.0		%
Consolidated Results of Operations:
Gross Billings:
Local Gross Billings		$	829,891			$	798,334			$	757,120			$	812,029			$	788,950
Travel Gross Billings			194,689				193,715				197,426				174,594				184,519
Gross Billings - Services			1,024,580				992,049				954,546				986,623				973,469
Gross Billings - Goods			527,421				536,964				512,988				720,369				498,541
Total Gross Billings		$	1,552,001			$	1,529,013			$	1,467,534			$	1,706,992			$	1,472,010
Year-over-year growth			2		%		2		%		(2	)	%		(1	)	%		(5	)	%
Year-over-year growth, excluding FX			10		%		10		%		6		%		4		%		(3	)	%
% Third Party and Other			75		%		74		%		74		%		66		%		73	%	%
% Direct			25		%		26		%		26		%		34		%		27	%	%
Gross Billings TTM		$	6,269,127			$	6,296,030			$	6,273,217			$	6,255,540			$	6,175,549
Year-over-year growth			7		%		6		%		3		%		—	%	%		(1	)%	%
Revenue:
Local Revenue		$	293,681			$	276,503			$	260,939			$	279,655			$	276,121
Travel Revenue			41,201				41,421				41,090				35,169				37,141
Revenue - Services			334,882				317,924				302,029				314,824				313,262
Revenue - Goods			415,474				420,471				411,566				602,346				418,709
Total Revenue		$	750,356			$	738,395			$	713,595			$	917,170			$	731,971
Year-over-year growth			3		%		3		%		—		%		4		%		(2	)	%
Year-over-year growth, excluding FX			10		%		11		%		7		%		9		%		(1	)	%
% Third Party and Other			48		%		46		%		46		%		38		%		46		%
% Direct			52		%		54		%		54		%		62		%		54		%
Revenue TTM		$	3,064,064			$	3,086,248			$	3,085,574			$	3,119,516			$	3,101,131
Year-over-year growth			13		%		10		%		5		%		3		%		1		%
Gross Profit:
Local Gross Profit		$	258,293			$	242,411			$	227,654			$	247,600			$	241,052
% of Consolidated Local Gross Billings			31.1		%		30.4		%		30.1		%		30.5		%		30.6		%
Travel Gross Profit			33,097				35,336				34,826				29,979				29,924
% of Consolidated Travel Gross Billings			17.0		%		18.2		%		17.6		%		17.2		%		16.2		%
Gross Profit - Services			291,390				277,747				262,480				277,579				270,976
% of Consolidated Services Gross Billings			28.4		%		28.0		%		27.5		%		28.1		%		27.8		%
Gross Profit - Goods			56,016				59,260				66,432				94,161				68,352
% of Consolidated Goods Gross Billings			10.6		%		11.0		%		13.0		%		13.1		%		13.7		%
Total Gross Profit		$	347,406			$	337,007			$	328,912			$	371,740			$	339,328
Year-over-year growth			(5	)	%		(8	)	%		(7	)	%		(2	)	%		(2	)	%
% Third Party and Other			89		%		87		%		85		%		81		%		85		%
% Direct			11		%		13		%		15		%		19		%		15		%
% of Total Consolidated Gross Billings			22.4		%		22.0		%		22.4		%		21.8		%		23.1		%
Marketing		$	52,533			$	57,007			$	61,587			$	83,208			$	89,765
Selling, general and administrative		$	289,847			$	288,721			$	326,248			$	287,976			$	280,988
Adjusted EBITDA		$	72,370			$	61,118			$	56,334			$	67,010			$	33,923
% of Total Consolidated Gross Billings			4.7		%		4.0		%		3.8		%		3.9		%		2.3		%
% of Total Consolidated Revenue			9.6		%		8.3		%		7.9		%		7.3		%		4.6		%
Free cash flow is a non-GAAP financial measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, "Net cash provided by (used in) operating activities from continuing operations."
		Q1 2015 (10)				Q2 2015 (10)				Q3 2015 (10)				Q4 2015 (10)				Q1 2016
Net cash provided by (used in) operating activities from continuing operations		$	43,607			$	13,325			$	(7,640	)		$	250,455			$	(76,725	)
Purchases of property and equipment and capitalized software from continuing operations			(18,294	)			(22,452	)			(27,735	)			(15,507	)			(19,952	)
Free cash flow		$	25,313			$	(9,127	)		$	(35,375	)		$	234,948			$	(96,677	)
Net cash provided by (used in) operating activities from continuing operations (TTM)		$	320,803			$	358,576			$	325,971			$	299,747			$	179,415
Purchases of property and equipment and capitalized software from continuing operations (TTM)			(85,761	)			(79,501	)			(88,598	)			(83,988	)			(85,646	)
Free cash flow (TTM)		$	235,042			$	279,075			$	237,373			$	215,759			$	93,769
Net cash provided by (used in) investing activities from continuing operations		$	(19,443	)		$	(28,541	)		$	(98,028	)		$	(31,238	)		$	(20,778	)
Net cash provided by (used in) financing activities		$	(35,838	)		$	(141,557	)		$	(14,793	)		$	(323,597	)		$	(78,015	)
Net cash provided by (used in) investing activities from continuing operations (TTM)		$	(105,821	)		$	(102,205	)		$	(181,187	)		$	(177,250	)		$	(178,585	)
Net cash provided by (used in) financing activities (TTM)		$	(198,627	)		$	(221,354	)		$	(216,683	)		$	(515,785	)		$	(557,962	)
Other Metrics:
Active Customers (6)
North America			24.6				24.9				25.2				25.9				26.9
EMEA			15.3				15.5				15.4				15.4				15.3
Rest of World			8.2				8.2				8.0				7.6				7.2
Total Active Customers			48.1				48.6				48.6				48.9				49.4
TTM Gross Billings / Average Active Customer (7)
North America		$	147			$	148			$	148			$	149			$	146
EMEA			134				130				123				117				113
Rest of World			101				98				99				96				90
Consolidated			135				133				132				130				127
Global headcount as of March 31, 2016 and 2015 was as follows:
		Q1 2015				Q1 2016
Sales (8)		4,429				3,711
% North America		30 %				34 %
% EMEA		42 %				42 %
% Rest of World		28 %				24 %
Other		6,386				5,551
Total Headcount		10,815				9,262

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2)		Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions include advertising, payment processing and commission revenue.
(3)		Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of commission revenue, payment processing revenue and advertising revenue.
(4)		Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.
(5)		Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(6)		Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.
(7)		Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.
(8)		Includes merchant sales representatives, as well as sales support from continuing operations.
(9)		Financial information and other metrics exclude Ticket Monster, which has been classified as discontinued operations. The Company sold a controlling stake in Ticket Monster in May 2015.
(10)		The Company adopted the guidance in ASU 2016-09 on January 1, 2016. ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in adjustments to net cash provided by (used in) operating activities, net cash used in financing activities, and free cash flow for the three-month and trailing twelve-month periods ended March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015.
(11)		The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

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

Source: Groupon, Inc.

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