Groupon Announces Fourth Quarter and Fiscal Year 2016 Results

Added 5.2 million net new customers and achieved double digit Gross Profit growth in North America for 2016

• Fourth quarter revenue of $934.9 million, $3.1 billion for the full year
• Fourth quarter gross billings of $1.7 billion, $6.1 billion for the full year
• Fourth quarter net loss of $50.2 million, $183.3 million for the full year
• Fourth quarter Adjusted EBITDA of $80.6 million, $178.1 million for the full year
• Fourth quarter loss per share of $0.09; non-GAAP earnings per share of $0.07
• Operating cash flow of $117.1 million for the full year; free cash flow of $48.2 million for the full year
• Added 5.2 million net new customers in North America, bringing North America active customers to 31.1 million; global active customers reached 52.7 million
• 2017 gross profit guidance of $1.30 billion to $1.35 billion, an increase of $40 to $90 million compared to 2016 results for the countries in our go-forward footprint on an FX-neutral basis
• 2017 Adjusted EBITDA guidance of $200 million to $240 million, an increase of $16 to $56 million compared to 2016 results for our go-forward footprint on an FX-neutral basis

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

"In 2016, our concentrated focus on key strategic initiatives provided a strong foundation for Groupon going forward and resulted in a streamlined global operation, a healthier Goods business, improved customer service and strong customer acquisitions after a successful online and offline marketing strategy," said CEO Rich Williams. "We look forward to continuing to invest in the Groupon brand and unlocking the true potential of our business as we make Groupon the daily habit in local commerce."

Groupon’s fourth quarter and full year 2016 consolidated financial results include the results of LivingSocial’s operations for the partial period from the acquisition date of October 31, 2016 to December 31, 2016.

Fourth Quarter 2016 Summary

• Gross Billings were $1.70 billion in the fourth quarter 2016, down slightly from $1.71 billion in the fourth quarter 2015. Gross billings were impacted by dispositions and country exits in connection with Groupon’s restructuring efforts, partially offset by the addition of LivingSocial. On a same-country, FX-neutral basis, gross billings grew 2% year-over-year. North America gross billings increased 6%, reflecting growth of new customers as well as the acquisition of LivingSocial, while EMEA declined by 9% (5% FX-neutral) and Rest of World declined by 15% (15% FX-neutral). Gross billings reflect the total dollar value of customer purchases of goods and services.
• Revenue was $934.9 million in the fourth quarter 2016, compared with $917.2 million in the fourth quarter 2015. Revenue increased 2% globally, or 4% on a same-country, FX-neutral basis. North America revenue increased 5%, EMEA declined 2% (increased 1% FX-neutral) and Rest of World declined 12% (8% FX-neutral).

• Gross profit was $369.9 million in the fourth quarter 2016, compared with $371.7 million in the fourth quarter 2015. North America gross profit increased 14%, EMEA declined 25% and Rest of World declined 10%.
• Net loss from continuing operations was $50.2 million in the fourth quarter 2016, compared with $32.6 million in the fourth quarter 2015. Net loss attributable to common stockholders was $52.6 million, or $0.09 per share. Net loss was negatively impacted by non-operating losses of $40.8 million in the fourth quarter 2016 from declines in the fair value of investments, primarily attributable to Ticket Monster.
• Non-GAAP net income attributable to common stockholders was $42.5 million, or $0.07 per share.
• Adjusted EBITDA, a non-GAAP performance measure, was $80.6 million in the fourth quarter 2016, compared with $67.0 million in the fourth quarter 2015, reflecting execution of our streamlining initiatives.

• Global units sold declined 0.4% year-over-year to 62.0 million, primarily driven by country exits and our restructuring efforts in international segments. Units in North America increased 3%, EMEA grew 6%, and Rest of World declined 29%. Units are defined as purchases made through our online marketplaces, before refunds and cancellations.

• Operating cash flow was $288.7 million in the fourth quarter 2016. Free cash flow, a non-GAAP financial measure, was $269.0 million in the fourth quarter 2016.
• Cash and cash equivalents as of December 31, 2016 were $891.8 million, and we had no outstanding borrowings under our $250.0 million revolving credit facility.

Full Year 2016 Summary

• Gross Billings were $6.1 billion in 2016, compared with $6.3 billion in 2015. On a same-country, FX-neutral basis, gross billings grew 2% year-over-year. North America gross billings increased 6%, reflecting the contribution of new active customer cohorts, while EMEA declined by 11% (9% FX-neutral) and Rest of World declined by 24% (19% FX-neutral).
• Revenue was $3.14 billion in 2016, compared with $3.12 billion in 2015. Revenue grew 1% globally, or 4% on a same-country, FX-neutral basis. North America revenue increased 5%, EMEA declined 5% (3% FX-neutral) and Rest of World declined 19% (11% FX-neutral).

• Gross profit was $1.36 billion in 2016, compared with $1.39 billion in 2015. North America gross profit increased 10%, EMEA declined 19% and Rest of World declined 21%.
• Net loss from continuing operations was $183.3 million in 2016, compared with $89.2 million in 2015. Net loss attributable to common stockholders was $194.6 million, or $0.34 per share. Net loss was negatively impacted by non-operating losses of $48.1 million in the full year from declines in the fair value of investments, primarily attributable to Ticket Monster.
• Non-GAAP net income attributable to common stockholders was $23.0 million, or $0.04 per share.
• Adjusted EBITDA was $178.1 million in 2016, compared with $256.8 million in 2015 and ahead of our guidance range of $150 million to $165 million, reflecting our increased marketing investments in customer acquisition.
• Global units sold declined 3% year-over-year to 214.3 million in 2016. Units in North America increased 5%, EMEA declined 4%, and Rest of World declined 29%.
• Operating cash flow for 2016 was $117.1 million. Free cash flow, a non-GAAP financial measure, was $48.2 million in 2016, which reflects the adverse cash flow impact of restructuring charges, country exits, and the funding of our securities litigation settlement.

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.

Fourth Quarter and Full Year 2016 Highlights

• North America Local Billings grew 11% year-over-year in the fourth quarter 2016. North America Local Billings growth accelerated throughout 2016 reaching 11% year-over-year growth in the fourth quarter 2016. LivingSocial contributed 4 percentage points to fourth quarter 2016 year-over-year growth.
• North America customer additions accelerated to 2.0 million in the fourth quarter 2016. North America active customers reached 31.1 million as of December 31, 2016, adding 5.2 million for 2016, which marks the highest acquisition in four years. Fourth quarter net additions were 2.0 million, with 1.0 million unique customers added from LivingSocial. Active customers represent unique user accounts that have made a purchase through one of our online marketplaces during the trailing twelve months.
• North America gross profit increased $31.5 million year-over-year in the fourth quarter 2016. North America gross profit growth accelerated to 14% year-over-year in the fourth quarter 2016 driven by 16% growth in Local and 14% growth in Shopping. For 2016, North America gross profit increased $84.0 million to $885.5 million.
• SG&A declined $33.5 million year-over-year in the fourth quarter 2016, on solid execution of operational streamlining initiatives. SG&A in all markets declined year-over-year in the fourth quarter 2016 as we continue to drive operational efficiency through regional shared service centers and automated processes, which we expect to not only improve our customer service but also create greater operating leverage over time. SG&A declined $126.6 million year-over-year in 2016, or $89.1 million excluding the impact of a litigation reserve recorded in 2015.

Share Repurchase

During the fourth quarter 2016, Groupon repurchased 12,397,795 shares of its common stock for an aggregate purchase price of $49.9 million. During the full year 2016, Groupon repurchased 43,227,743 shares of its common stock for an aggregate purchase price of $162.4 million. Up to $195.0 million of common stock was available for repurchase under Groupon’s share repurchase program as of December 31, 2016. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time.

Outlook

Groupon is providing its outlook for 2017, which reflects current foreign exchange rates, as well as expected marketing investments, the acquisition of LivingSocial, potential disruptions related to country exits, and cost benefits associated with our streamlining initiatives. As previously announced, Groupon expects to exit 11 countries as part of its streamline and simplify initiative, and the company expects to report these countries as discontinued operations beginning in first quarter 2017. The basis for our full year 2017 guidance is continuing operations.

• For the full year 2017, Groupon expects gross profit to be in the range of $1.30 billion and $1.35 billion, an increase of $40 to $90 million compared to full year 2016 results for the 15 countries in our go-forward footprint on an FX-neutral basis.
• Groupon also expects Adjusted EBITDA to be in the range of $200 million and $240 million, an increase of $16 to $56 million compared to full year 2016 results for the 15 countries in our go-forward footprint on an FX-neutral basis.

Conference Call

A conference call will be webcast live today at 9:00 a.m. CST / 10:00 a.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. GAAP, we have provided the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss) attributable to common stockholders, non-GAAP earnings (loss) per share, free cash flow and foreign currency exchange rate neutral operating results. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial 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: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Special Charges and Credits. For the years ended December 31, 2016 and 2015, special charges and credits included gains from business dispositions and charges related to our restructuring plan. For the year ended December 31, 2015, special charges and credits also included the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and the expense related to a significant increase in the contingent liability for our securities litigation matter. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.

Income Tax Effect of Items Excluded from Non-GAAP Financial Measures. We determine the income tax effect of items excluded from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share by performing a tax provision calculation using pre-tax income (loss) amounts that have been adjusted to exclude those items in the respective jurisdictions to which they relate. The difference between the income tax expense (benefit) determined on that basis and our reported income tax expense (benefit) represents the income tax effect of the excluded items.

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 performance measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net, and other special charges and credits. 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 performance 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 are non-GAAP performance measures that 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,
• restructuring charges,
• gains on business dispositions,
• non-cash interest expense on convertible senior notes,
• special charges and credits,
• 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 the above 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.

Same country operating results are non-GAAP performance measures that reflect the results of the countries in which we maintained continuous business operations throughout the comparative periods presented. We use same country operating results, including same country operating results presented on a foreign exchange rate neutral basis, to better understand the performance of our ongoing business operations and to facilitate comparisons to our historical operating results.

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. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments; effectively dealing with challenges arising from our international operations, including fluctuations in currency exchange rates and any potential adverse impact from the United Kingdom’s likely exit from the European Union; retaining existing customers and adding new customers; 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 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, 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 February 15, 2017. 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, eat, see and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events, shoppers can find the best a city has to offer.

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

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

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 and year ended December 31, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
		Three Months Ended December 31,											Y/Y % Growth excluding FX^(2)		Year Ended December 31,											Y/Y % Growth excluding FX ^(2)
		2016			2015			Y/Y % Growth		FX Effect ^(2)					2016			2015			Y/Y % Growth		FX Effect ^(2)
	Gross Billings^(1):
	North America	$	1,112,131		$	1,050,361		5.9	%	$	25		5.9	%	$	3,936,421		$	3,709,797		6.1	%	$	(1,060	)	6.1	%
	EMEA		443,910			487,147		(8.9)			(17,556	)	(5.3	)		1,588,438			1,794,354		(11.5	)		(38,151	)	(9.3	)
	Rest of World		143,416			169,484		(15.4)			(1,083	)	(14.7	)		571,645			751,389		(23.9	)		(36,711	)	(19.0	)
	Consolidated gross billings	$	1,699,457		$	1,706,992		(0.4)	%	$	(18,614	)	0.6	%	$	6,096,504		$	6,255,540		(2.5	)%	$	(75,922	)	(1.3	)%
	Revenue:
	North America	$	650,753		$	622,647		4.5	%	$	10		4.5	%	$	2,151,769		$	2,047,742		5.1	%	$	(250	)	5.1	%
	EMEA		243,348			248,326		(2.0)			(6,742	)	0.7			827,196			867,880		(4.7	)		(14,368	)	(3.0	)
	Rest of World		40,784			46,197		(11.7)			(1,814	)	(7.8	)		164,389			203,894		(19.4	)		(16,389	)	(11.3	)
	Consolidated revenue	$	934,885		$	917,170		1.9	%	$	(8,546	)	2.9	%	$	3,143,354		$	3,119,516		0.8	%	$	(31,007	)	1.8	%
								-
	Income (loss) from operations	$	7,424		$	(5,423	)	(236.9)	%	$	(145	)	(239.6	)%	$	(109,763	)	$	(79,777	)	(37.6	)%	$	(1,150	)	(36.1	)%
	Income (loss) from continuing operations		(50,204	)		(32,552	)									(183,323	)		(89,171	)
	Income (loss) from discontinued operations, net of tax ^(3)		—			(10,613	)									—			122,850
	Net income (loss) attributable to Groupon, Inc.	$	(52,588	)	$	(46,528	)								$	(194,587	)	$	20,668
	Basic and diluted net income (loss) per share ^(4):.
	Continuing operations	$	(0.09	)	$	(0.06	)								$	(0.34	)	$	(0.16	)
	Discontinued operations		—			(0.02	)									—			0.19
	Basic and diluted net income (loss) per share	$	(0.09	)	$	(0.08	)								$	(0.34	)	$	0.03
	Weighted average number of shares outstanding ^(4)
	Basic		570,546,159			607,517,010										576,354,258			650,106,225
	Diluted		570,546,159			607,517,010										576,354,258			650,106,225
(1)	Represents the total dollar value of customer purchases of goods and services.
(2)	Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2015.
(3)	The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 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.
(4)	The structure of the Company's common stock changed during the year ended December 31, 2016. For additional information, refer to Note 11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

	Groupon, Inc.
	Condensed Consolidated Statements of Cash Flows
	(in thousands)
	(unaudited)
		Three Months Ended December 31,						Year Ended December 31,
		2016			2015 ^(1)			2016			2015 ^(1)
	Operating activities
	Net income (loss)	$	(50,204	)	$	(43,165	)	$	(183,323	)	$	33,679
	Less: Income (loss) from discontinued operations, net of tax		—			(10,613	)		—			122,850
	Income (loss) from continuing operations		(50,204	)		(32,552	)		(183,323	)		(89,171	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization of property, equipment and software		30,023			28,807			118,720			113,048
	Amortization of acquired intangible assets		5,305			4,956			18,948			19,922
	Stock-based compensation		23,402			32,865			118,152			142,069
	Restructuring-related long-lived asset impairments		376			6,922			421			7,267
	Gains on business dispositions		(312	)		—			(11,711	)		(13,710	)
	Deferred income taxes		(4,185	)		6,267			(10,621	)		(8,985	)
	(Gain) loss from changes in fair value of contingent consideration		(38	)		508			4,092			240
	(Gain) loss from changes in fair value of investments		40,840			829			48,141			2,943
	Amortization of debt discount on convertible senior notes		2,522			—			7,376			—
	Change in assets and liabilities, net of acquisitions:
	Restricted cash		(995	)		75			(1,327	)		4,630
	Accounts receivable		(10,970	)		6,960			(14,563	)		13,313
	Prepaid expenses and other current assets		30,070			61,358			40,808			21,545
	Accounts payable		7,540			9,545			3,214			8,601
	Accrued merchant and supplier payables		190,261			142,069			18,445			40,217
	Accrued expenses and other current liabilities		13,407			(1,174	)		(34,512	)		56,040
	Other, net		11,620			(16,980	)		(5,155	)		(18,222	)
	Net cash provided by (used in) operating activities from continuing operations		288,662			250,455			117,105			299,747
	Net cash provided by (used in) operating activities from discontinued operations		—			(670	)		—			(37,248	)
	Net cash provided by (used in) operating activities		288,662			249,785			117,105			262,499
	Net cash provided by (used in) investing activities from continuing operations		(5,767	)		(31,238	)		(57,486	)		(177,250	)
	Net cash provided by (used in) investing activities from discontinued operations		—			—			—			244,470
	Net cash provided by (used in) investing activities		(5,767	)		(31,238	)		(57,486	)		67,220
	Net cash provided by (used in) financing activities		(67,533	)		(323,597	)		(14,665	)		(515,785	)
	Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale		(13,263	)		(5,147	)		(6,470	)		(32,485	)
	Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale		202,099			(110,197	)		38,484			(218,551	)
	Less: Net increase (decrease) in cash classified within current assets held for sale		—			—			—			(55,279	)
	Net increase (decrease) in cash and cash equivalents		202,099			(110,197	)		38,484			(163,272	)
	Cash and cash equivalents, beginning of period		689,747			963,559			853,362			1,016,634
	Cash and cash equivalents, end of period	$	891,846		$	853,362		$	891,846		$	853,362
(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 an increase to net cash provided by (used in) operating activities and net cash used in financing activities of $1.4 million for the three months ended December 31, 2015, and increases to net cash provided by (used in) operating activities and net cash used in financing activities of $7.6 million for the year ended December 31, 2015.

Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
		Three Months Ended December 31,						Year Ended December 31,
		2016			2015			2016			2015
	Revenue:
	Third party and other	$	341,013		$	345,260		$	1,303,546		$	1,372,533
	Direct		593,872			571,910			1,839,808			1,746,983
	Total revenue		934,885			917,170			3,143,354			3,119,516
	Cost of revenue:
	Third party and other		40,728			43,640			171,728			188,932
	Direct		524,287			501,790			1,614,723			1,545,519
	Total cost of revenue		565,015			545,430			1,786,451			1,734,451
	Gross profit		369,870			371,740			1,356,903			1,385,065
	Operating expenses:
	Marketing		93,335			83,208			362,951			254,335
	Selling, general and administrative		254,458			287,976			1,066,168			1,192,792
	Restructuring charges		13,620			5,422			43,608			29,568
	Gains on business dispositions		(312	)		—			(11,711	)		(13,710	)
	Acquisition-related expense (benefit), net		1,345			557			5,650			1,857
	Total operating expenses		362,446			377,163			1,466,666			1,464,842
	Income (loss) from operations		7,424			(5,423	)		(109,763	)		(79,777	)
	Other income (expense), net		(61,804	)		(3,393	)		(76,107	)		(28,539	)
	Income (loss) from continuing operations before provision (benefit) for income taxes		(54,380	)		(8,816	)		(185,870	)		(108,316	)
	Provision (benefit) for income taxes		(4,176	)		23,736			(2,547	)		(19,145	)
	Income (loss) from continuing operations		(50,204	)		(32,552	)		(183,323	)		(89,171	)
	Income (loss) from discontinued operations, net of tax		—			(10,613	)		—			122,850
	Net income (loss)		(50,204	)		(43,165	)		(183,323	)		33,679
	Net income (loss) attributable to noncontrolling interests		(2,384	)		(3,363	)		(11,264	)		(13,011	)
	Net income (loss) attributable to Groupon, Inc.	$	(52,588	)	$	(46,528	)	$	(194,587	)	$	20,668
	Basic and diluted net income (loss) per share ^(1):
	Continuing operations	$	(0.09	)	$	(0.06	)	$	(0.34	)	$	(0.16	)
	Discontinued operations		—			(0.02	)		—			0.19
	Basic and diluted net income (loss) per share	$	(0.09	)	$	(0.08	)	$	(0.34	)	$	0.03
	Weighted average number of shares outstanding ^(1)
	Basic		570,546,159			607,517,010			576,354,258			650,106,225
	Diluted		570,546,159			607,517,010			576,354,258			650,106,225
(1)	The structure of the Company's common stock changed during the year ended December 31, 2016. For additional information, refer to Note 11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
	December 31,	December 31,
	2016	2015
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$ 891,846	$ 853,362
Accounts receivable, net	86,655	68,175
Prepaid expenses and other current assets	113,435	153,705
Total current assets	1,091,936	1,075,242
Property, equipment and software, net	171,006	198,897
Goodwill	283,962	287,332
Intangible assets, net	42,915	36,483
Investments (including $110,066 and $163,675 at December 31, 2016 and December 31, 2015, respectively, at fair value)	141,882	178,236
Deferred income taxes	5,231	3,454
Other non-current assets	24,445	16,620
Total Assets	$ 1,761,377	$ 1,796,264
Liabilities and Equity
Current liabilities:
Accounts payable	$ 29,273	$ 24,590
Accrued merchant and supplier payables	800,697	776,211
Accrued expenses and other current liabilities	383,081	402,724
Total current liabilities	1,213,051	1,203,525
Convertible senior notes, net	178,995	—
Deferred income taxes	4,215	8,612
Other non-current liabilities	100,054	113,540
Total Liabilities	1,496,315	1,325,677
Commitments and contingencies
Stockholders' Equity
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015	—	72
Class B common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015	—	—
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, 736,531,771 shares issued and 564,835,863 shares outstanding at December 31, 2016 and no shares issued or outstanding at December 31, 2015	74	—
Additional paid-in capital	2,112,728	1,964,453
Treasury stock, at cost, 171,695,908 shares at December 31, 2016 and 128,468,165 shares at December 31, 2015	(807,424)	(645,041)
Accumulated deficit	(1,099,010)	(901,292)
Accumulated other comprehensive income (loss)	58,052	51,206
Total Groupon, Inc. Stockholders' Equity	264,420	469,398
Noncontrolling interests	642	1,189
Total Equity	265,062	470,587
Total Liabilities and Equity	$ 1,761,377	$ 1,796,264

Groupon, Inc.
Segment Information
(in thousands)
(unaudited)
		Three Months Ended December 31,						Year Ended December 31,
		2016			2015			2016			2015
	North America
	Gross billings ^(1)	$	1,112,131		$	1,050,361		$	3,936,421		$	3,709,797
	Revenue	$	650,753		$	622,647		$	2,151,769		$	2,047,742
	Segment cost of revenue and operating expenses ^(2)(3)(4)		616,103			625,171			2,126,834			2,029,643
	Segment operating income (loss) ^(2)(3)(4)	$	34,650		$	(2,524	)	$	24,935		$	18,099
	Segment operating income (loss) as a percent of segment gross billings		3.1	%		(0.2	)%		0.6	%		0.5	%
	Segment operating income (loss) as a percent of segment revenue		5.3	%		(0.4	)%		1.2	%		0.9	%
	EMEA
	Gross billings ^(1)	$	443,910		$	487,147		$	1,588,438		$	1,794,354
	Revenue	$	243,348		$	248,326		$	827,196		$	867,880
	Segment cost of revenue and operating expenses ^(2)(4)(5)		242,883			211,443			813,177			797,786
	Segment operating income (loss) ^(2)(4)(5)	$	465		$	36,883		$	14,019		$	70,094
	Segment operating income (loss) as a percent of segment gross billings		0.1	%		7.6	%		0.9	%		3.9	%
	Segment operating income (loss) as a percent of segment revenue		0.2	%		14.9	%		1.7	%		8.1	%
	Rest of World
	Gross billings ^(1)	$	143,416		$	169,484		$	571,645		$	751,389
	Revenue	$	40,784		$	46,197		$	164,389		$	203,894
	Segment cost of revenue and operating expenses ^(2)(4)		43,888			52,731			190,135			228,273
	Segment operating income (loss) ^(2)(4)	$	(3,104	)	$	(6,534	)	$	(25,746	)	$	(24,379	)
	Segment operating income (loss) as a percent of segment gross billings		(2.2	)%		(3.9	)%		(4.5	)%		(3.2	)%
	Segment operating income (loss) as a percent of segment revenue		(7.6	)%		(14.1	)%		(15.7	)%		(12.0	)%
(1)	Represents the total dollar value of customer purchases of goods and services.
(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, 2016 includes restructuring charges of $2.7 million in North America, $9.2 million in EMEA and $1.7 million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). 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 in North 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 million expense 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 performance measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP performance 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 performance 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 performance measure, "Income (loss) from continuing operations."
		Q4 2014			Q1 2015			Q2 2015			Q3 2015			Q4 2015			Q1 2016			Q2 2016			Q3 2016			Q4 2016
	Income (loss) from continuing operations	$	26,566		$	(16,739	)	$	(15,267	)	$	(24,613	)	$	(32,552	)	$	(45,596	)	$	(51,731	)	$	(35,792	)	$	(50,204	)
	Adjustments:
	Stock-based compensation ^(1)		29,961			35,144			38,467			35,432			32,691			27,976			35,244			26,176			23,242
	Depreciation and amortization		30,122			32,200			31,372			35,635			33,763			34,797			34,290			33,253			35,328
	Acquisition-related expense (benefit), net		(809	)		(269	)		505			1,064			557			3,464			850			(9	)		1,345
	Restructuring charges		—			—			—			24,146			5,422			12,444			16,085			1,459			13,620
	Gains on business dispositions		—			—			—			(13,710	)		—			—			(9,339	)		(2,060	)		(312	)
	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			(3,486	)		10,761			7,028			61,804
	Provision (benefit) for income taxes		(4,457	)		2,107			8,982			(53,970	)		23,736			1,749			(2,199	)		2,079			(4,176	)
	Total adjustments		66,348			89,109			76,385			80,947			99,562			76,944			85,692			67,926			130,851
	Adjusted EBITDA	$	92,914		$	72,370		$	61,118		$	56,334		$	67,010		$	31,348		$	33,961		$	32,134		$	80,647
(1)	Represents 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, $0.2 million, $0.2 million, $0.2 million, $0.3 million and $0.1 million of additional stock-based compensation for the three months ended June 30, 2015, September 30, 2015, December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, respectively. Restructuring charges includes $2.6 million and $2.1 million of additional stock-based compensation for the three months ended March 31, 2016 and June 30, 2016, respectively.
	The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Income (loss) from continuing operations" for the years ended December 31, 2016 and 2015:
		Year Ended December 31,
		2016			2015
	Income (loss) from continuing operations	$	(183,323	)	$	(89,171	)
	Adjustments:
	Stock-based compensation ^(1)		112,638			141,734
	Depreciation and amortization		137,668			132,970
	Acquisition-related expense (benefit), net		5,650			1,857
	Restructuring charges		43,608			29,568
	Gains on business dispositions		(11,711	)		(13,710	)
	Prepaid marketing write-off		—			6,690
	Securities litigation expense		—			37,500
	Non-operating expense (income), net		76,107			28,539
	Provision (benefit) for income taxes		(2,547	)		(19,145	)
	Total adjustments		361,413			346,003
	Adjusted EBITDA	$	178,090		$	256,832
(1)	Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Restructuring charges and non-operating expense (income), net, includes $4.7 million and $0.8 million of additional stock-based compensation for the year ended December 31, 2016. 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, 2016:
		Three Months Ended December 31, 2016			Year Ended December 31, 2016
	Net income (loss) attributable to common stockholders	$	(52,588	)	$	(194,587	)
	Stock-based compensation^(1)		23,402			113,469
	Amortization of acquired intangible assets		5,305			18,948
	Acquisition-related expense (benefit), net		1,345			5,650
	Restructuring charges		13,620			43,608
	Gains on business dispositions		(312	)		(11,711	)
	Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings^(2)		16,292			7,915
	Losses (gains), net from changes in fair value of investments		40,840			48,141
	Non-cash interest expense on convertible senior notes		2,522			7,376
	Income tax effect of above adjustments		(7,952	)		(15,801	)
	Non-GAAP net income (loss) attributable to common stockholders	$	42,474		$	23,008
	Weighted-average shares of common stock - basic		570,546,159			576,354,258
	Effect of dilutive securities		54,543,720			36,458,342
	Weighted-average shares of common stock - diluted		625,089,879			612,812,600
	Diluted net income (loss) per share	$	(0.09	)	$	(0.34	)
	Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), special charges and credits, income (loss) from discontinued operations and related tax effects		0.16			0.38
	Non-GAAP net income (loss) per share	$	0.07		$	0.04
(1)	Excludes $4.7 million of stock-based compensation classified within restructuring charges for the year ended December 31, 2016, respectively.
(2)	Foreign currency gains (losses), net for the three months and year ended December 31, 2016 includes $6.0 million and $5.7 million, respectively, of net cumulative translation losses that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.
	The following is a reconciliation of the Company's annual outlook for Adjusted EBITDA to the Company's outlook for the most comparable U.S. GAAP performance measure, "Income (loss) from continuing operations." In October 2016, the Company completed a strategic review of our remaining international markets and decided to focus its business on 15 core countries and to pursue strategic alternatives for the remaining 11 countries. Based on the Company’s review of quantitative and qualitative factors, it believes that the disposition of those 11 countries represents a strategic shift that will likely have a major effect on its operations and financial results. As such, the Company anticipates that when either the businesses have been disposed of in those 11 countries or have met the criteria for held-for-sale classification, their financial results, including any gains or losses on disposition, will be presented as discontinued operations in the Company’s consolidated statements of operations. As such, this forward-looking guidance for the year ending December 31, 2017 has been provided on a continuing operations basis.
		Year Ending December 31, 2017
	Expected income (loss) from continuing operations range	$(42,500) to $(17,500)
	Expected adjustments:
	Stock-based compensation	90,000 to 100,000
	Depreciation and amortization	125,000
	Non-operating expense (income), net	20,000
	Provision (benefit) for income taxes	7,500 to 12,500
	Total expected adjustments	$242,500 to $257,500
	Expected Adjusted EBITDA range	$200,000 to $240,000
	The outlook provided above does not reflect the potential impact of any additional restructuring actions that the Company may decide to pursue, business acquisitions or dispositions, changes in the fair values of investments or contingent consideration, foreign currency gains or losses or unusual or infrequently occurring items that may occur during 2017.
Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)
	Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, "Gross billings," "Revenue" and "Income (loss) from continuing operations," respectively, for the periods presented. The Company reconciles "foreign exchange rate neutral Gross billings growth" and "foreign exchange rate neutral Revenue growth" to year-over-year growth rates for the most comparable U.S. GAAP financial measures, "Gross billings growth" and "Revenue growth," respectively, for the periods presented.
	The effect on the Company's gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
		Three Months Ended December 31, 2016									Three Months Ended December 31, 2016
		At Avg. Q4 2015 Rates ^(1)			Exchange Rate Effect ^(2)			As Reported			At Avg. Q3 2016 Rates ^(3)			Exchange Rate Effect ^(2)			As Reported
	Gross billings	$	1,718,071		$	(18,614	)	$	1,699,457		$	1,719,411		$	(19,954	)	$	1,699,457
	Revenue		943,431			(8,546	)		934,885			944,772			(9,887	)		934,885
	Income (loss) from operations	$	7,569		$	(145	)	$	7,424		$	6,974		$	450		$	7,424
	The effect on the Company's gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the year ended December 31, 2016 was as follows:
		Year Ended December 31, 2016									Year Ended December 31, 2016
		At Avg. Q4 2015 YTD Rates ^(1)			Exchange Rate Effect ^(2)			As Reported			At Avg. Q4'15-Q3'16 Rates ^(3)			Exchange Rate Effect ^(2)			As Reported
	Gross billings	$	6,172,426		$	(75,922	)	$	6,096,504		$	6,114,028		$	(17,524	)	$	6,096,504
	Revenue		3,174,361			(31,007	)		3,143,354			3,152,794			(9,440	)		3,143,354
	Income (loss) from operations	$	(108,613	)	$	(1,150	)	$	(109,763	)	$	(108,319	)	$	(1,444	)	$	(109,763	)
(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, 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 and twelve months ended September 30, 2016.
	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 2015			Q1 2016			Q2 2016			Q3 2016			Q4 2016
	EMEA Gross billings growth		(13	)%		(15	)%		(12	)%		(10	)%		(9	)%
	FX Effect		11			3			—			2			4
	EMEA Gross billings growth, excluding FX		(2	)%		(12	)%		(12	)%		(8	)%		(5	)%
	Rest of World Gross billings growth		(21	)%		(28	)%		(27	)%		(24	)%		(15	)%
	FX Effect		14			11			6			1			—
	Rest of World Gross billings growth, excluding FX		(7	)%		(17	)%		(21	)%		(23	)%		(15	)%
	Consolidated Gross billings growth		(1	)%		(5	)%		(2	)%		(2	)%		—	%
	FX Effect		5			2			—			—			1
	Consolidated Gross billings growth, excluding FX		4	%		(3	)%		(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 2015			Q1 2016			Q2 2016			Q3 2016			Q4 2016
	EMEA Revenue growth		(9	)%		(13	)%		(3	)%		(1	)%		(2	)%
	FX Effect		12			3			—			1			3
	EMEA Revenue growth, excluding FX		3	%		(10	)%		(3	)%		—	%		1	%
	Rest of World Revenue growth		(23	)%		(22	)%		(23	)%		(19	)%		(12	)%
	FX Effect		15			14			9			4			4
	Rest of World Revenue growth, excluding FX		(8	)%		(8	)%		(14	)%		(15	)%		(8	)%
	Consolidated Revenue growth		4	%		(2	)%		2	%		1	%		2	%
	FX Effect		5			1			1			1			1
	Consolidated Revenue growth, excluding FX		9	%		(1	)%		3	%		2	%		3	%

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, 2016 was as follows:
	At Avg. Q4 2015 Rates ^(1)			Exchange Rate Effect ^(2)			December 31, 2016 As Reported			December 31, 2015 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	590,657		$	27		$	590,684		$	531,154			11.2	%	11.2	%
Travel:
Third party		90,057			2			90,059			89,389			0.7	%	0.7	%
Total services		680,714			29			680,743			620,543			9.7	%	9.7	%
Goods:
Third party		12,211			(4	)		12,207			12,951			(5.7	) %	(5.7	) %
Direct		419,181			—			419,181			416,867			0.6	%	0.6	%
Total		431,392			(4	)		431,388			429,818			0.4	%	0.4	%
Total gross billings	$	1,112,106		$	25		$	1,112,131		$	1,050,361			5.9	%	5.9	%
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, 2016 was as follows:
	At Avg. Q4 2015 Rates ^(1)			Exchange Rate Effect ^(2)			December 31, 2016 As Reported			December 31, 2015 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	192,321		$	(11,909	)	$	180,412		$	197,445			(8.6	) %	(2.6	) %
Travel:
Third party		56,419			(805	)		55,614			59,836			(7.1	) %	(5.7	) %
Total services		248,740			(12,714	)		236,026			257,281			(8.3	) %	(3.3	) %
Goods:
Third party		43,041			(2,467	)		40,574			83,295			(51.3	) %	(48.3	) %
Direct		169,685			(2,375	)		167,310			146,571			14.1	%	15.8	%
Total		212,726			(4,842	)		207,884			229,866			(9.6	) %	(7.5	) %
Total gross billings	$	461,466		$	(17,556	)	$	443,910		$	487,147			(8.9	) %	(5.3	) %
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, 2016 was as follows:
	At Avg. Q4 2015 Rates ^(1)			Exchange Rate Effect ^(2)			December 31, 2016 As Reported			December 31, 2015 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	86,184		$	1,165		$	87,349		$	83,430			4.7	%	3.3	%
Travel:
Third party		21,397			(663	)		20,734			25,369			(18.3	) %	(15.7	) %
Total services		107,581			502			108,083			108,799			(0.7	) %	(1.1	) %
Goods:
Third party		28,255			(306	)		27,949			52,213			(46.5	) %	(45.9	) %
Direct		8,663			(1,279	)		7,384			8,472			(12.8	) %	2.3	%
Total		36,918			(1,585	)		35,333			60,685			(41.8	) %	(39.2	) %
Total gross billings	$	144,499		$	(1,083	)	$	143,416		$	169,484			(15.4	) %	(14.7	) %
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, 2016 was as follows:
	At Avg. Q4 2015 Rates ^(1)			Exchange Rate Effect ^(2)			December 31, 2016 As Reported			December 31, 2015 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	869,162		$	(10,717	)	$	858,445		$	812,029			5.7	%	7.0	%
Travel:
Third party		167,873			(1,466	)		166,407			174,594			(4.7	) %	(3.8	) %
Total services		1,037,035			(12,183	)		1,024,852			986,623			3.9	%	5.1	%
Goods:
Third party		83,507			(2,777	)		80,730			148,459			(45.6	) %	(43.8	) %
Direct		597,529			(3,654	)		593,875			571,910			3.8	%	4.5	%
Total		681,036			(6,431	)		674,605			720,369			(6.4	) %	(5.5	) %
Total gross billings	$	1,718,071		$	(18,614	)	$	1,699,457		$	1,706,992			(0.4	) %	0.6	%
(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, 2015.
(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.
The following is a reconciliation of foreign exchange rate neutral same-country gross billings growth for the three months and year ended December 31, 2016 from the comparable prior year period:
	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015			Y/Y % Growth			Year Ended December 31, 2016			Year Ended December 31, 2015			Y/Y % Growth
Gross billings as reported	$	1,699,457		$	1,706,992			(0.4	)%	$	6,096,504		$	6,255,540		(2.5	)%
Less: Gross billings from countries where Groupon no longer operates		(5,038	)		(34,490	)					(53,046	)		(233,865	)
Exchange rate effect ^(1)		18,578			—						69,271			—
FX neutral same-country gross billings	$	1,712,997		$	1,672,502			2.4	%	$	6,112,729		$	6,021,675		1.5	%
(1)	Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
The following is a reconciliation of foreign exchange rate neutral same-country gross billings growth for our EMEA segment for the three months ended December 31, 2016 from the comparable prior year period:
	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015			Y/Y % Growth
EMEA gross billings as reported	$	443,910		$	487,147			(8.9	)%
Less: EMEA Gross billings from countries where Groupon no longer operates		(1,599	)		(23,306	)
Exchange rate effect^(1)		17,499			—
FX-neutral same-country gross billings	$	459,810		$	463,841			(0.9	)%
(1)	Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
The following is a reconciliation of foreign exchange rate neutral same-country revenue growth for the three months and year ended December 31, 2016 from the comparable prior year period:
	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015			Y/Y % Growth			Year Ended December 31, 2016			Year Ended December 31, 2015			Y/Y % Growth
Revenue as reported	$	934,885		$	917,170			1.9	%	$	3,143,354		$	3,119,516		0.8	%
Less: Revenue from countries where Groupon no longer operates		(2,656	)		(13,297	)					(22,855	)		(85,377	)
Exchange rate effect ^(1)		8,555			—						28,055			—
FX-neutral same-country revenue	$	940,784		$	903,873			4.1	%	$	3,148,554		$	3,034,139		3.8	%
(1)	Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
The following is a reconciliation of foreign exchange rate neutral same-country gross profit growth for the three months and year ended December 31, 2016 from the comparable prior year period:
	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015			Y/Y % Growth			Year Ended December 31, 2016			Year Ended December 31, 2015			Y/Y % Growth
Gross profit as reported	$	369,870		$	371,740			(0.5	)%	$	1,356,903		$	1,385,065		(2.0	)%
Less: Gross profit from countries where Groupon no longer operates		(1,511	)		(7,326	)					(12,128	)		(48,212	)
Exchange rate effect^(1)		4,801			—						17,208			—
FX-neutral same-country gross profit	$	373,160		$	364,414			2.4	%	$	1,361,983		$	1,336,853		1.9	%
(1)	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 ^(10)
	(financial data in thousands; active customers in millions)
	(unaudited)
		Q4 2015			Q1 2016			Q2 2016			Q3 2016			Q4 2016
	Segments
	North America Segment:
	Gross Billings ^(1):
	Local ^(2)Gross Billings	$	531,154		$	539,623		$	542,439		$	530,768		$	590,684
	Travel Gross Billings		89,389			103,390			105,388			93,564			90,059
	Gross Billings - Services		620,543			643,013			647,827			624,332			680,743
	Gross Billings - Goods		429,818			294,061			318,427			296,630			431,388
	Total Gross Billings	$	1,050,361		$	937,074		$	966,254		$	920,962		$	1,112,131
	Year-over-year growth		11	%		5	%		8	%		6	%		6	%
	% Third Party and Other		60	%		70	%		68	%		69	%		62	%
	% Direct		40	%		30	%		32	%		31	%		38	%
	Gross BillingsTrailing Twelve Months (TTM)	$	3,709,797		$	3,752,894		$	3,822,892		$	3,874,651		$	3,936,421
	Revenue ^(3):
	Local Revenue	$	184,201		$	192,153		$	184,139		$	176,220		$	209,799
	Travel Revenue		18,390			20,914			21,401			21,241			19,023
	Revenue - Services		202,591			213,067			205,540			197,461			228,822
	Revenue - Goods		420,056			287,746			311,382			285,820			421,931
	Total Revenue	$	622,647		$	500,813		$	516,922		$	483,281		$	650,753
	Year-over-year growth		13	%		4	%		7	%		4	%		5	%
	% Third Party and Other		33	%		43	%		40	%		41	%		36	%
	% Direct		67	%		57	%		60	%		59	%		64	%
	Revenue TTM	$	2,047,742		$	2,068,673		$	2,104,313		$	2,123,663		$	2,151,769
	Gross Profit ^(4):
	Local Gross Profit	$	159,745		$	164,018		$	158,812		$	152,873		$	185,280
	% of North America Local Gross Billings		30.1	%		30.4	%		29.3	%		28.8	%		31.4	%
	Travel Gross Profit		15,207			15,712			16,334			17,257			15,052
	% of North America Travel Gross Billings		17.0	%		15.2	%		15.5	%		18.4	%		16.7	%
	Gross Profit - Services		174,952			179,730			175,146			170,130			200,332
	% of North America Services Gross Billings		28.2	%		28.0	%		27.0	%		27.2	%		29.4	%
	Gross Profit - Goods		44,329			36,213			42,028			31,531			50,437
	% of North America Goods Gross Billings		10.3	%		12.3	%		13.2	%		10.6	%		11.7	%
	Total Gross Profit	$	219,281		$	215,943		$	217,174		$	201,661		$	250,769
	Year-over-year growth		12	%		11	%		10	%		5	%		14	%
	% Third Party and Other		81	%		84	%		82	%		85	%		81	%
	% Direct		19	%		16	%		18	%		15	%		19	%
	% of North America Total Gross Billings		20.9	%		23.0	%		22.5	%		21.9	%		22.5	%
	EMEA Segment:
	Gross Billings:
	Local Gross Billings	$	197,445		$	174,033		$	165,290		$	158,792		$	180,412
	Travel Gross Billings		59,836			57,201			52,880			57,594			55,614
	Gross Billings - Services		257,281			231,234			218,170			216,386			236,026
	Gross Billings - Goods		229,866			160,993			163,139			154,606			207,884
	Total Gross Billings	$	487,147		$	392,227		$	381,309		$	370,992		$	443,910
	Year-over-year growth		(13	)%		(15	)%		(12	)%		(10	)%		(9	)%
	Year-over-year growth, excluding FX ^(5)		(2	)%		(12	)%		(12	)%		(8	)%		(5	)%
	% Third Party and Other		70	%		73	%		68	%		68	%		62	%
	% Direct		30	%		27	%		32	%		32	%		38	%
	Gross BillingsTTM	$	1,794,354		$	1,727,392		$	1,675,165		$	1,631,675		$	1,588,438
	Revenue:
	Local Revenue	$	73,225		$	61,886		$	60,616		$	58,581		$	60,600
	Travel Revenue		11,681			11,178			10,709			12,866			11,156
	Revenue - Services		84,906			73,064			71,325			71,447			71,756
	Revenue - Goods		163,420			115,906			126,980			125,126			171,592
	Total Revenue	$	248,326		$	188,970		$	198,305		$	196,573		$	243,348
	Year-over-year growth		(9	)%		(13	)%		(3	)%		(1	)%		(2	)%
	Year-over-year growth, excluding FX		3	%		(10	)%		(3	)%		-	%		1	%
	% Third Party and Other		41	%		44	%		39	%		39	%		31	%
	% Direct		59	%		56	%		61	%		61	%		69	%
	Revenue TTM	$	867,880		$	840,630		$	834,888		$	832,174		$	827,196
	Gross Profit:
	Local Gross Profit	$	68,966		$	58,263		$	56,849		$	54,467		$	56,603
	% of EMEA Local Gross Billings		34.9	%		33.5	%		34.4	%		34.3	%		31.4	%
	Travel Gross Profit		10,732			10,215			9,784			11,882			10,247
	% of EMEA Travel Gross Billings		17.9	%		17.9	%		18.5	%		20.6	%		18.4	%
	Gross Profit - Services		79,698			68,478			66,633			66,349			66,850
	% of EMEA Services Gross Billings		31.0	%		29.6	%		30.5	%		30.7	%		28.3	%
	Gross Profit - Goods		43,026			26,412			23,525			18,710			25,449
	% of EMEA Goods Gross Billings		18.7	%		16.4	%		14.4	%		12.1	%		12.2	%
	Total Gross Profit	$	122,724		$	94,890		$	90,158		$	85,059		$	92,299
	Year-over-year growth		(14	)%		(18	)%		(13	)%		(18	)%		(25	)%
	% Third Party and Other		77	%		82	%		79	%		83	%		76	%
	% Direct		23	%		18	%		21	%		17	%		24	%
	% of EMEA Total Gross Billings		25.2	%		24.2	%		23.6	%		22.9	%		20.8	%
	Rest of World Segment:
	Gross Billings:
	Local Gross Billings	$	83,430		$	75,294		$	84,581		$	80,318		$	87,349
	Travel Gross Billings		25,369			23,928			22,300			24,166			20,734
	Gross Billings - Services		108,799			99,222			106,881			104,484			108,083
	Gross Billings - Goods		60,685			43,487			38,438			35,717			35,333
	Total Gross Billings	$	169,484		$	142,709		$	145,319		$	140,201		$	143,416
	Year-over-year growth		(21	)%		(28	)%		(27	)%		(24	)%		(15	)%
	Year-over-year growth, excluding FX		(7	)%		(17	)%		(21	)%		(23	)%		(15	)%
	% Third Party and Other		95	%		95	%		95	%		95	%		95	%
	% Direct		5	%		5	%		5	%		5	%		5	%
	Gross BillingsTTM	$	751,389		$	695,263		$	641,361		$	597,713		$	571,645
	Revenue:
	Local Revenue	$	22,229		$	22,082		$	22,461		$	21,876		$	22,069
	Travel Revenue		5,098			5,049			4,321			5,075			4,424
	Revenue - Services		27,327			27,131			26,782			26,951			26,493
	Revenue - Goods		18,870			15,057			14,021			13,663			14,291
	Total Revenue	$	46,197		$	42,188		$	40,803		$	40,614		$	40,784
	Year-over-year growth		(23	)%		(22	)%		(23	)%		(19	)%		(12	)%
	Year-over-year growth, excluding FX		(8	)%		(8	)%		(14	)%		(15	)%		(8	)%
	% Third Party and Other		82	%		85	%		82	%		84	%		82	%
	% Direct		18	%		15	%		18	%		16	%		18	%
	Revenue TTM	$	203,894		$	191,828		$	179,565		$	169,802		$	164,389
	Gross Profit:
	Local Gross Profit	$	18,889		$	18,771		$	18,739		$	18,645		$	19,245
	% of Rest of World Local Gross Billings		22.6	%		24.9	%		22.2	%		23.2	%		22.0	%
	Travel Gross Profit		4,040			3,997			3,240			3,962			3,502
	% of Rest of World Travel Gross Billings		15.9	%		16.7	%		14.5	%		16.4	%		16.9	%
	Gross Profit - Services		22,929			22,768			21,979			22,607			22,747
	% of Rest of World Services Gross Billings		21.1	%		22.9	%		20.6	%		21.6	%		21.0	%
	Gross Profit - Goods		6,806			5,727			4,277			4,790			4,055
	% of Rest of World Goods Gross Billings		11.2	%		13.2	%		11.1	%		13.4	%		11.5	%
	Total Gross Profit	$	29,735		$	28,495		$	26,256		$	27,397		$	26,802
	Year-over-year growth		(23	)%		(24	)%		(28	)%		(20	)%		(10	)%
	% Third Party and Other		99	%		100	%		99	%		100	%		102	%
	% Direct		1	%		-	%		1	%		-	%		(2	)%
	% of Rest of World Total Gross Billings		17.5	%		20.0	%		18.1	%		19.5	%		18.7	%
	Consolidated Results of Operations:
	Gross Billings:
	Local Gross Billings	$	812,029		$	788,950		$	792,310		$	769,878		$	858,445
	Travel Gross Billings		174,594			184,519			180,568			175,324			166,407
	Gross Billings - Services		986,623			973,469			972,878			945,202			1,024,852
	Gross Billings - Goods		720,369			498,541			520,004			486,953			674,605
	Total Gross Billings	$	1,706,992		$	1,472,010		$	1,492,882		$	1,432,155		$	1,699,457
	Year-over-year growth		(1	)%		(5	)%		(2	)%		(2	)%		-	%
	Year-over-year growth, excluding FX		4	%		(3	)%		(2	)%		(2	)%		1	%
	% Third Party and Other		66	%		73	%		71	%		71	%		65	%
	% Direct		34	%		27	%		29	%		29	%		35	%
	Gross Billings TTM	$	6,255,540		$	6,175,549		$	6,139,418		$	6,104,039		$	6,096,504
	Year-over-year growth		-	%		(1	)%		(2	)%		(3	)%		(3	)%
	Revenue:
	Local Revenue	$	279,655		$	276,121		$	267,216		$	256,677		$	292,468
	Travel Revenue		35,169			37,141			36,431			39,182			34,603
	Revenue - Services		314,824			313,262			303,647			295,859			327,071
	Revenue - Goods		602,346			418,709			452,383			424,609			607,814
	Total Revenue	$	917,170		$	731,971		$	756,030		$	720,468		$	934,885
	Year-over-year growth		4	%		(2	)%		2	%		1	%		2	%
	Year-over-year growth, excluding FX		9	%		(1	)%		3	%		2	%		3	%
	% Third Party and Other		38	%		46	%		42	%		43	%		36	%
	% Direct		62	%		54	%		58	%		57	%		64	%
	Revenue TTM	$	3,119,516		$	3,101,131		$	3,118,766		$	3,125,639		$	3,143,354
	Year-over-year growth		3	%		1	%		-	%		1	%		1	%
	Gross Profit:
	Local Gross Profit	$	247,600		$	241,052		$	234,400		$	225,985		$	261,128
	% of Consolidated Local Gross Billings		30.5	%		30.6	%		29.6	%		29.4	%		30.4	%
	Travel Gross Profit		29,979			29,924			29,358			33,101			28,801
	% of Consolidated Travel Gross Billings		17.2	%		16.2	%		16.3	%		18.9	%		17.3	%
	Gross Profit - Services		277,579			270,976			263,758			259,086			289,929
	% of Consolidated Services Gross Billings		28.1	%		27.8	%		27.1	%		27.4	%		28.3	%
	Gross Profit - Goods		94,161			68,352			69,830			55,031			79,941
	% of Consolidated Goods Gross Billings		13.1	%		13.7	%		13.4	%		11.3	%		11.9	%
	Total Gross Profit	$	371,740		$	339,328		$	333,588		$	314,117		$	369,870
	Year-over-year growth		(2	)%		(2	)%		(1	)%		(4	)%		(1	)%
	% Third Party and Other		81	%		85	%		82	%		86	%		81	%
	% Direct		19	%		15	%		18	%		14	%		19	%
	% of Total Consolidated Gross Billings		21.8	%		23.1	%		22.3	%		21.9	%		21.8	%
	Marketing	$	83,208		$	89,765		$	91,993		$	87,858		$	93,335
	Selling, general and administrative	$	287,976		$	280,988		$	277,168		$	253,554		$	254,458
	Income (loss) from continuing operations	$	(32,552	)	$	(45,596	)	$	(51,731	)	$	(35,792	)	$	(50,204	)
	Adjusted EBITDA	$	67,010		$	31,348		$	33,961		$	32,134		$	80,647
	% of Total Consolidated Gross Billings		3.9	%		2.1	%		2.3	%		2.2	%		4.7	%
	% of Total Consolidated Revenue		7.3	%		4.3	%		4.5	%		4.5	%		8.6	%
Groupon, Inc.
Supplemental Financial Information and Business Metrics ^(10)
(financial data in thousands; active customers in millions)
(unaudited)
	Free cash flow is a non-GAAP financial measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, "Net cash provided by (used in) operating activities from continuing operations."
		Q4 2015 ^(9)			Q1 2016			Q2 2016			Q3 2016			Q4 2016
	Net cash provided by (used in) operating activities from continuing operations	$	250,455		$	(76,725	)	$	(54,010	)	$	(40,822	)	$	288,662
	Purchases of property and equipment and capitalized software from continuing operations		(15,507	)		(19,952	)		(16,395	)		(12,868	)		(19,678	)
	Free cash flow	$	234,948		$	(96,677	)	$	(70,405	)	$	(53,690	)	$	268,984
	Net cash provided by (used in) operating activities from continuing operations (TTM)	$	299,747		$	179,415		$	112,080		$	78,898		$	117,105
	Purchases of property and equipment and capitalized software from continuing operations (TTM)		(83,988	)		(85,646	)		(79,589	)		(64,722	)		(68,893	)
	Free cash flow (TTM)	$	215,759		$	93,769		$	32,491		$	14,176		$	48,212
	Net cash provided by (used in) investing activities from continuing operations	$	(31,238	)	$	(20,778	)	$	(18,853	)	$	(12,088	)	$	(5,767	)
	Net cash provided by (used in) financing activities	$	(323,597	)	$	(78,015	)	$	169,225		$	(38,342	)	$	(67,533	)
	Net cash provided by (used in) investing activities from continuing operations (TTM)	$	(177,250	)	$	(178,585	)	$	(168,897	)	$	(82,957	)	$	(57,486	)
	Net cash provided by (used in) financing activities (TTM)	$	(515,785	)	$	(557,962	)	$	(247,180	)	$	(270,729	)	$	(14,665	)
	Other Metrics:
	Active Customers ^(6)
	North America		25.9			26.9			27.9			29.1			31.1
	EMEA		15.4			15.3			15.3			15.4			15.5
	Rest of World		7.6			7.2			6.8			6.3			6.1
	Total Active Customers		48.9			49.4			50.0			50.8			52.7
	TTM Gross Billings / Average Active Customer ^(7)
	North America	$	149		$	146		$	145		$	142		$	138
	EMEA		117			113			109			106			103
	Rest of World		96			90			86			84			84
	Consolidated		130			127			125			123			120
	Global headcount as of December 31, 2016 and 2015 was as follows:
		Q4 2015			Q4 2016
	Sales ^(8)		3,992			3,108
	% North America		34	%		36	%
	% EMEA		41	%		42	%
	% Rest of World		25	%		22	%
	Other		5,880			5,215
	Total Headcount		9,872			8,323
(1)	Represents the total dollar value of customer purchases of goods and services.
(2)	Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions, which include advertising, payment processing, and commission revenue, are also included within the Local category.
(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 made a purchase through one of our online marketplaces during the trailing twelve months. North America active customers for the quarter ended December 31, 2016 includes approximately 1.0 million incremental active customers from the acquisition of LivingSocial, Inc.
(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)	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 December 31, 2015.
(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.