Groupon Announces Third Quarter 2015 Results

Announces Rich Williams as new CEO

• Gross billings of $1.47 billion
• Revenue of $713.6 million
• Adjusted EBITDA of $56.3 million
• GAAP loss per share of $0.04; non-GAAP earnings per share of $0.05
• Free Cash Flow of $227.8 million for the trailing twelve month period

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended September 30, 2015.

The company also announced that Chief Operating Officer Rich Williams will assume the role of Chief Executive Officer. Outgoing CEO Eric Lefkofsky will once again serve as Chairman of the Board of Directors. Outgoing Chairman Ted Leonsis will now serve as Lead Independent Director.

"Over the past few years, we’ve repositioned the business for success and strengthened our foundation. On a trailing twelve-month basis, we generated $3.1 billion in revenue, $1.4 billion in gross profit, $283 million in adjusted EBITDA and $228 million in free cash flow," Lefkofsky said.

"We’ve successfully transformed Groupon to support our next stage of growth. The business is stable, the marketplace is scaling, and we are ready to take our next big step. Now is the right time for me to return to my role as Chairman, and let Rich, who has done a tremendous job over the past four years, lead Groupon during this next stage."

Third Quarter 2015 Summary

• Gross billings, which reflect the total dollar value of customer purchases of goods and services, was $1.47 billion in the third quarter 2015, compared with $1.49 billion in the third quarter 2014. Gross billings declined 2% globally, but grew 6% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America billings increased 12%, EMEA declined 1% and Rest of World was approximately flat.
• Revenue was $713.6 million in the third quarter 2015, compared with $714.3 million in the third quarter 2014. Revenue was approximately flat, but grew 7% 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 11%, EMEA increased 2% and Rest of World declined 5%.
• Gross profit was $328.9 million in the third quarter 2015, compared with $355.3 million in the third quarter 2014. Excluding the $26.4 million unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter, gross profit would have been $355.4 million.
• Adjusted EBITDA, a non-GAAP financial measure, was $56.3 million in the third quarter 2015, compared with $63.9 million in the third quarter 2014.
• Net loss attributable to common stockholders was $27.6 million, or $0.04 per share. Non-GAAP earnings attributable to common stockholders was $32.5 million, or $0.05 per share.
• Third quarter 2015 results include pre-tax charges of $24.1 million and $37.5 million related to the previously announced restructuring program and securities litigation, respectively, a $13.7 million pre-tax gain from the sale of a controlling stake in Groupon India and a $17.8 million income tax benefit from a reduction in liabilities for uncertain tax positions.
• Operating cash flow for the trailing twelve months ended September 30, 2015 was $316.4 million. Free cash flow, a non-GAAP financial measure, was negative $35.3 million in the third quarter 2015, bringing free cash flow for the trailing twelve months ended September 30, 2015 to $227.8 million.
• Cash and cash equivalents as of September 30, 2015 was $963.6 million and borrowings against our revolving credit facility were $195.0 million.

"We delivered a solid third quarter and one that was largely in line with our expectations," said Groupon interim CFO Brian Kayman. "Our fourth quarter guidance reflects increased investments in marketing, and a tighter focus on margin improvement, both domestically and abroad."

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

Highlights

• Units: Global units, defined as vouchers and products sold before cancellations and refunds, increased 1% year-over-year to 52 million in the third quarter 2015. North America units increased 11%, EMEA units increased 1% and Rest of World units declined 23%.
• Active deals: At the end of the third quarter 2015, on average, active deals were nearly 570,000 globally, with over 290,000 in North America. Both include the addition of approximately 80,000 Coupons.
• Active customers: Active customers, or customers that have purchased a voucher or product within the last twelve months, grew 4% year-over-year, to 48.6 million as of September 30, 2015, comprising 25.2 million in North America, 15.4 million in EMEA, and 8.0 million in Rest of World.
• Customer spend: Third quarter 2015 trailing twelve month billings per average active customer was $132, compared with $137 in the third quarter 2014.

Share Repurchase

During the third quarter 2015, Groupon repurchased 44,149,663 shares of its Class A common stock for an aggregate purchase price of $192.9 million. Up to $268.1 million of Class A common stock remains available for repurchase under Groupon’s share repurchase program through August 2017. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the programs may be discontinued or suspended at any time.

Outlook

Groupon’s outlook for the fourth quarter reflects current foreign exchange rates, as well as expected marketing investments in customer acquisition.

For the fourth quarter 2015, Groupon expects revenue of between $815 million and $865 million. This guidance anticipates nearly 400 basis points of unfavorable impact on the year-over-year growth rate from changes in foreign exchange rates. Groupon expects Adjusted EBITDA for the fourth quarter 2015 of between $40 million and $60 million, and non-GAAP earnings per share of between negative $0.01 and positive $0.01.

Conference Call

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

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings.

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. For the three and nine months ended September 30, 2015, items that we believe to be unusual in nature or infrequently occurring were (a) charges related to our restructuring program, (b) the gain on our disposition of Groupon India, (c) the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and (d) the expense related to a significant increase in the contingent liability for our securities litigation matter. We exclude items that are unusual in nature or infrequently occurring because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical results.

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

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

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and other items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future 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,
• 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 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, and ratios based on it, 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 marketing strategy and spend and the productivity of those marketing investments; 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 new and 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; maintaining a strong brand; managing inventory and order fulfillment risks; integrating our technology platforms; managing refund risks; retaining, attracting and integrating members of our executive team; litigation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; tax liabilities; tax legislation; maintaining our information technology infrastructure; protecting our intellectual property; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; seasonality; payment-related risks; customer and merchant fraud; global economic uncertainty; our ability to raise capital if necessary; 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; and the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site at http://investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of November 3, 2015. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

Groupon (NASDAQ: GRPN) is a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company’s global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.

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

Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)
The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the nine months ended September 30, 2015. Additionally, the assets and liabilities for Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
		Three Months Ended September 30,																				Nine Months Ended September 30,
		2015				2014				Y/Y % Growth				FX Effect(2)				Y/Y % Growth excluding FX(2)				2015				2014				Y/Y % Growth				FX Effect(2)				Y/Y % Growth excluding FX(2)
Gross Billings(1):
North America		$	869,203			$	774,286			12.3		%		$	(1,649	)		12.5		%		$	2,659,436			$	2,354,900			12.9		%		$	(3,904	)		13.1		%
EMEA			414,482				489,423			(15.3	)				(72,345	)		(0.5	)				1,307,207				1,486,266			(12.0	)				(256,158	)		5.2
Rest of World			183,849				226,638			(18.9	)				(43,127	)		0.1					581,905				671,997			(13.4	)				(101,105	)		1.6
Consolidated gross billings		$	1,467,534			$	1,490,347			(1.5	)	%		$	(117,121	)		6.3		%		$	4,548,548			$	4,513,163			0.8		%		$	(361,167	)		8.8		%
Revenue:
North America		$	463,931			$	418,494			10.9		%		$	(405	)		11.0		%		$	1,425,095			$	1,273,487			11.9		%		$	(943	)		12.0		%
EMEA			199,287				230,072			(13.4	)				(35,863	)		2.2					619,554				688,655			(10.0	)				(124,694	)		8.1
Rest of World			50,377				65,703			(23.3	)				(12,004	)		(5.1	)				157,697				196,753			(19.9	)				(28,147	)		(5.5	)
Consolidated revenue		$	713,595			$	714,269			(0.1	)	%		$	(48,272	)		6.7		%		$	2,202,346			$	2,158,895			2.0		%		$	(153,784	)		9.1		%
Income (loss) from operations		$	(70,423	)		$	1,049			(6,813.3	)	%		$	633			(6,873.7	)	%		$	(74,354	)		$	(2,939	)		(2,429.9	)	%		$	679			(2,453.0	)	%
Income (loss) from continuing operations			(24,613	)			(12,573	)															(56,619	)			(45,039	)
Income (loss) from discontinued operations, net of tax			—				(6,445	)															133,463				(30,264	)
Net income (loss) attributable to Groupon, Inc.		$	(27,615	)		$	(21,208	)														$	67,196			$	(81,878	)
Basic net income (loss) per share:
Continuing operations		$	(0.04	)		$	(0.02	)														$	(0.10	)		$	(0.08	)
Discontinued operations			—				(0.01	)															0.20				(0.04	)
Basic net income (loss) per share		$	(0.04	)		$	(0.03	)														$	0.10			$	(0.12	)
Diluted net income (loss) per share:
Continuing operations		$	(0.04	)		$	(0.02	)														$	(0.10	)		$	(0.08	)
Discontinued operations			—				(0.01	)															0.20				(0.04	)
Diluted net income (loss) per share		$	(0.04	)		$	(0.03	)														$	0.10			$	(0.12	)
Weighted average number of shares outstanding
Basic			644,894,785				669,526,524																664,302,630				675,814,535
Diluted			644,894,785				669,526,524																664,302,630				675,814,535

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2)		Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and nine months ended September 30, 2014.

Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
		2015				2014					2015				2014
Operating activities
Net income (loss)		$	(24,613	)		$	(19,018	)			$	76,844			$	(75,303	)
Less: Income (loss) from discontinued operations, net of tax			—				(6,445	)				133,463				(30,264	)
Income (loss) from continuing operations			(24,613	)			(12,573	)				(56,619	)			(45,039	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software			30,475				25,355					84,241				68,731
Amortization of acquired intangible assets			5,160				5,107					14,966				16,188
Stock-based compensation			35,575				32,680					109,204				85,329
Restructuring charges			24,146				—					24,146				—
Gain on disposition of business			(13,710	)			—					(13,710	)			—
Deferred income taxes			(15,202	)			(2,472	)				(15,252	)			(1,956	)
Excess tax benefits on stock-based compensation			28				(2,641	)				(6,198	)			(12,573	)
Loss on equity method investments			—				91					—				459
Gain from changes in fair value of contingent consideration			435				(1,020	)				(268	)			(1,059	)
Loss from changes in fair value of investments			2,564				—					2,114				—
Impairments of investments			—				1,448					—				2,036
Change in assets and liabilities, net of acquisitions:
Restricted cash			1,392				6,014					4,555				7,686
Accounts receivable			16,635				(4,337	)				6,353				(26,557	)
Prepaid expenses and other current assets			(33,366	)			(27,040	)				(39,813	)			(22,883	)
Accounts payable			5,371				(5,505	)				(944	)			(12,973	)
Accrued merchant and supplier payables			(51,319	)			(32,586	)				(101,852	)			(101,070	)
Accrued expenses and other current liabilities			27,368				7,853					33,413				(21,103	)
Other, net			(18,551	)			31,950					(1,242	)			44,009
Net cash provided by (used in) operating activities from continuing operations			(7,612	)			22,324					43,094				(20,775	)
Net cash provided by (used in) operating activities from discontinued operations			(19,205	)			23,142					(36,578	)			22,777
Net cash provided by (used in) operating activities			(26,817	)			45,466					6,516				2,002
Net cash provided by (used in) investing activities from continuing operations			(98,028	)			(22,492	)				(146,012	)			(117,643	)
Net cash provided by (used in) investing activities from discontinued operations			—				(1,415	)				244,470				(75,924	)
Net cash provided by (used in) investing activities			(98,028	)			(23,907	)				98,458				(193,567	)
Net cash provided by (used in) financing activities			(14,821	)			(16,823	)				(185,990	)			(173,068	)
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale			(6,923	)			(21,102	)				(27,338	)			(20,671	)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale			(146,589	)			(16,366	)				(108,354	)			(385,304	)
Less: Net increase (decrease) in cash classified within current assets held for sale			—				20,649					(55,279	)			43,324
Net increase (decrease) in cash and cash equivalents			(146,589	)			(37,015	)				(53,075	)			(428,628	)
Cash and cash equivalents, beginning of period			1,110,148				845,413					1,016,634				1,240,472
Cash and cash equivalents, end of period		$	963,559			$	808,398				$	963,559			$	811,844

Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2015				2014				2015				2014
Revenue:
Third party and other		$	326,306			$	362,903			$	1,027,273			$	1,133,109
Direct			387,289				351,366				1,175,073				1,025,786
Total revenue			713,595				714,269				2,202,346				2,158,895
Cost of revenue:
Third party and other			46,050				50,774				145,292				153,333
Direct			338,633				308,217				1,043,729				918,362
Total cost of revenue			384,683				358,991				1,189,021				1,071,695
Gross profit			328,912				355,278				1,013,325				1,087,200
Operating expenses:
Marketing			61,587				55,258				171,127				182,142
Selling, general and administrative			326,248				299,275				904,816				905,919
Restructuring charges			24,146				—				24,146				—
Gain on disposition of business			(13,710	)			—				(13,710	)			—
Acquisition-related expense (benefit), net			1,064				(304	)			1,300				2,078
Total operating expenses			399,335				354,229				1,087,679				1,090,139
Income (loss) from operations			(70,423	)			1,049				(74,354	)			(2,939	)
Other income (expense), net (1)			(8,160	)			(20,056	)			(25,146	)			(21,919	)
Income (loss) from continuing operations before provision (benefit) for income taxes			(78,583	)			(19,007	)			(99,500	)			(24,858	)
Provision (benefit) for income taxes			(53,970	)			(6,434	)			(42,881	)			20,181
Income (loss) from continuing operations			(24,613	)			(12,573	)			(56,619	)			(45,039	)
Income (loss) from discontinued operations, net of tax			—				(6,445	)			133,463				(30,264	)
Net income (loss)			(24,613	)			(19,018	)			76,844				(75,303	)
Net income (loss) attributable to noncontrolling interests			(3,002	)			(2,190	)			(9,648	)			(6,575	)
Net income (loss) attributable to Groupon, Inc.		$	(27,615	)		$	(21,208	)		$	67,196			$	(81,878	)
Basic net income (loss) per share:
Continuing operations		$	(0.04	)		$	(0.02	)		$	(0.10	)		$	(0.08	)
Discontinued operations			—				(0.01	)			0.20				(0.04	)
Basic net income (loss) per share		$	(0.04	)		$	(0.03	)		$	0.10			$	(0.12	)
Diluted net income (loss) per share:
Continuing operations		$	(0.04	)		$	(0.02	)		$	(0.10	)		$	(0.08	)
Discontinued operations			—				(0.01	)			0.20				(0.04	)
Diluted net income (loss) per share		$	(0.04	)		$	(0.03	)		$	0.10			$	(0.12	)
Weighted average number of shares outstanding
Basic			644,894,785				669,526,524				664,302,630				675,814,535
Diluted			644,894,785				669,526,524				664,302,630				675,814,535

(1)

Other income (expense), net includes foreign currency losses of $5.2 million and $18.6 million for the three months ended September 30, 2015 and 2014, respectively, and foreign currency losses of $22.1 million and $20.1 million for the nine months ended September 30, 2015 and 2014, respectively.

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
		September 30, 2015				December 31, 2014
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	963,559			$	1,016,634
Accounts receivable, net			76,121				90,597
Deferred income taxes			19,349				16,271
Prepaid expenses and other current assets			223,986				192,382
Current assets held for sale			—				85,445
Total current assets			1,283,015				1,401,329
Property, equipment and software, net			202,714				176,004
Goodwill			291,084				236,756
Intangible assets, net			40,841				30,609
Investments (including $149.2 million and $7.4 million at September 30, 2015 and December 31, 2014, respectively, at fair value)			163,789				24,298
Deferred income taxes, non-current			28,791				41,323
Other non-current assets			20,407				16,173
Non-current assets held for sale			—				301,105
Total Assets		$	2,030,641			$	2,227,597
Liabilities and Equity
Current liabilities:
Short-term borrowings		$	195,000			$	—
Accounts payable			15,503				13,822
Accrued merchant and supplier payables			640,044				772,156
Accrued expenses			260,883				214,260
Deferred income taxes			28,573				31,998
Other current liabilities			142,925				127,121
Current liabilities held for sale			—				166,239
Total current liabilities			1,282,928				1,325,596
Deferred income taxes, non-current			4,756				773
Other non-current liabilities			142,005				129,531
Non-current liabilities held for sale			—				6,753
Total Liabilities			1,429,689				1,462,653
Commitments and contingencies
Stockholders' Equity
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 714,074,671 shares issued and 620,933,460 shares outstanding at September 30, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014			71				70
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at September 30, 2015 and December 31, 2014			—				—
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at September 30, 2015 and December 31, 2014			—				—
Additional paid-in capital			1,933,994				1,847,420
Treasury stock, at cost, 93,141,211 shares at September 30, 2015 and 27,239,104 shares at December 31, 2014			(532,530	)			(198,467	)
Accumulated deficit			(854,764	)			(921,960	)
Accumulated other comprehensive income			53,369				35,763
Total Groupon, Inc. Stockholders' Equity			600,140				762,826
Noncontrolling interests			812				2,118
Total Equity			600,952				764,944
Total Liabilities and Equity		$	2,030,641			$	2,227,597

Groupon, Inc.
Segment Information
(in thousands)
(unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
		2015				2014					2015				2014
North America
Gross billings (1)		$	869,203			$	774,286				$	2,659,436			$	2,354,900
Revenue			463,931				418,494					1,425,095				1,273,487
Segment cost of revenue and operating expenses (2)(3)(4)			494,843				405,910					1,404,472				1,234,973
Segment operating income (loss) (2)		$	(30,912	)		$	12,584				$	20,623			$	38,514
Segment operating income (loss) as a percent of segment gross billings			(3.6	)%			1.6	%				0.8	%			1.6	%
Segment operating income (loss) as a percent of segment revenue			(6.7	)%			3.0	%				1.4	%			3.0	%
EMEA
Gross billings (1)		$	414,482			$	489,423				$	1,307,207			$	1,486,266
Revenue			199,287				230,072					619,554				688,655
Segment cost of revenue and operating expenses (2)(4)(5)			195,397				207,643					586,343				619,594
Segment operating income (loss) (2)		$	3,890			$	22,429				$	33,211			$	69,061
Segment operating income (loss) as a percent of segment gross billings			0.9	%			4.6	%				2.5	%			4.6	%
Segment operating income (loss) as a percent of segment revenue			2.0	%			9.7	%				5.4	%			10.0	%
Rest of World
Gross billings (1)		$	183,849			$	226,638				$	581,905			$	671,997
Revenue			50,377				65,703					157,697				196,753
Segment cost of revenue and operating expenses (2)(4)			57,282				67,291					175,542				219,860
Segment operating income (loss) (2)		$	(6,905	)		$	(1,588	)			$	(17,845	)		$	(23,107	)
Segment operating income (loss) as a percent of segment gross billings			(3.8	)%			(0.7	)%				(3.1	)%			(3.4	)%
Segment operating income (loss) as a percent of segment revenue			(13.7	)%			(2.4	)%				(11.3	)%			(11.7	)%

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2)		Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.
(3)		Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 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 and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World.
(5)		Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 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 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, "Net income (loss) from continuing operations."
		Q3 2014				Q4 2014				Q1 2015				Q2 2015				Q3 2015
Income (loss) from continuing operations		$	(12,573	)		$	26,566			$	(16,739	)		$	(15,267	)		$	(24,613	)
Adjustments:
Stock-based compensation (1)			32,680				29,961				35,144				38,467				35,432
Depreciation and amortization			30,462				30,122				32,200				31,372				35,635
Acquisition-related expense (benefit), net			(304	)			(809	)			(269	)			505				1,064
Restructuring charges			—				—				—				—				24,146
Gain on disposition of business			—				—				—				—				(13,710	)
Prepaid marketing write-off			—				—				—				—				6,690
Securities litigation expense			—				—				—				—				37,500
Other expense (income), net			20,056				11,531				19,927				(2,941	)			8,160
Provision (benefit) for income taxes			(6,434	)			(4,457	)			2,107				8,982				(53,970	)
Total adjustments			76,460				66,348				89,109				76,385				80,947
Adjusted EBITDA		$	63,887			$	92,914			$	72,370			$	61,118		#	$	56,334

(1)		Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other expense (income), net, includes $0.02 million and $0.1 million of additional stock-based compensation for the three months ended June 30, 2015 and the three months ended September 30, 2015, respectively.
		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 and nine months ended September 30, 2015:

			Three Months Ended September 30, 2015				Nine Months Ended September 30, 2015
Net income (loss) attributable to common stockholders			$	(27,615	)		$	67,196
Stock-based compensation				35,575				109,204
Amortization of acquired intangible assets				5,160				14,966
Acquisition-related expense (benefit), net				1,064				1,300
Restructuring charges				24,146				24,146
Gain on disposition of business				(13,710	)			(13,710	)
Prepaid marketing write-off				6,690				6,690
Securities litigation expense				37,500				37,500
Intercompany foreign losses (gains) and reclassfication of translation adjustment to earnings (1)				4,708				20,666
Loss from changes in fair value of investments				2,564				2,114
Income tax effect of above adjustments				(43,541	)			(68,932	)
Income from discontinued operations, net of tax				—				(133,463	)
Non-GAAP net income (loss) attributable to common stockholders			$	32,541			$	67,677
Diluted shares				644,894,785				644,302,630
Incremental diluted shares				5,385,857				7,017,448
Adjusted diluted shares				650,280,642				651,320,078
Diluted net income (loss) per share			$	(0.04	)		$	0.10
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring, income (loss) from discontinued operations and related tax effects				0.09				—
Non-GAAP net income (loss) per share			$	0.05			$	0.10

(1)	For the nine months ended September 30, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company's legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.
	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 September 30, 2015 was as follows:
		Three Months Ended September 30, 2015												Three Months Ended September 30, 2015
		At Avg. Q3 2014 Rates(1)				Exchange Rate Effect(2)				As Reported				At Avg. Q2 2015 Rates(3)				Exchange Rate Effect(2)				As Reported
Gross billings		$	1,584,655			$	(117,121	)		$	1,467,534			$	1,478,528			$	(10,994	)		$	1,467,534
Revenue			761,867				(48,272	)			713,595				716,702				(3,107	)			713,595
Income (loss) from operations		$	(71,056	)		$	633			$	(70,423	)		$	(71,189	)		$	766			$	(70,423	)
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 nine months ended September 30, 2015 was as follows:
		Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2015
		At Avg. Q3 2014 YTD Rates(1)				Exchange Rate Effect(2)				As Reported				At Avg. Q4'14-Q2'15 Rates(3)				Exchange Rate Effect(2)				As Reported
Gross billings		$	4,909,715			$	(361,167	)		$	4,548,548			$	4,624,647			$	(76,099	)		$	4,548,548
Revenue			2,356,130				(153,784	)			2,202,346				2,234,382				(32,036	)			2,202,346
(Loss) income from operations		$	(75,033	)		$	679			$	(74,354	)		$	(74,074	)		$	(280	)		$	(74,354	)

(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 and nine months ended September 30, 2014.
(2)		Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.
(3)		Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and nine months ended June 30, 2015.

The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.
			Q3 2014			Q4 2014			Q1 2015			Q2 2015			Q3 2015
EMEA Gross billings growth, excluding FX			10		%	8		%	7		%	9		%	(1	)	%
FX Effect			—			(9	)		(18	)		(19	)		(14	)
EMEA Gross billings growth			10		%	(1	)	%	(11	)	%	(10	)	%	(15	)	%
Rest of World Gross billings growth, excluding FX			1		%	—		%	(1	)	%	6		%	—		%
FX Effect			(4	)		(10	)		(11	)		(15	)		(19	)
Rest of World Gross billings growth			(3	)	%	(10	)	%	(12	)	%	(9	)	%	(19	)	%
Consolidated Gross billings growth, excluding FX			12		%	13		%	10		%	10		%	6		%
FX Effect			(1	)		(5	)		(8	)		(8	)		(8	)
Consolidated Gross billings growth			11		%	8		%	2		%	2		%	(2	)	%
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.
			Q3 2014			Q4 2014			Q1 2015			Q2 2015			Q3 2015
EMEA Revenue growth, excluding FX			55		%	18		%	13		%	9		%	2		%
FX Effect			1			(10	)		(19	)		(19	)		(15	)
EMEA Revenue growth			56		%	8		%	(6	)	%	(10	)	%	(13	)	%
Rest of World Revenue growth, excluding FX			(20	)	%	(9	)	%	(8	)	%	(4	)	%	(5	)	%
FX Effect			(4	)		(10	)		(10	)		(14	)		(18	)
Rest of World Revenue growth			(24	)	%	(19	)	%	(18	)	%	(18	)	%	(23	)	%
Consolidated Revenue growth, excluding FX			21		%	19		%	10		%	11		%	7		%
FX Effect			(1	)		(4	)		(7	)		(8	)		(7	)
Consolidated Revenue growth			20		%	15		%	3		%	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 September 30, 2015 was as follows:
		At Avg. Q3 2014 Rates (1)			Exchange Rate Effect (2)				September 30, 2015 As Reported			September 30, 2014 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other		$	482,498		$	(890	)		$	481,608		$	446,573		7.8		%	8.0		%
Travel:
Third party			102,065			(264	)			101,801			84,820		20.0		%	20.3		%
Total services			584,563			(1,154	)			583,409			531,393		9.8		%	10.0		%
Goods:
Third party			9,181			(495	)			8,686			5,077		71.1		%	80.8		%
Direct			277,108			—				277,108			237,816		16.5			16.5
Total			286,289			(495	)			285,794			242,893		17.7		%	17.9
Travel:
Third party			102,065			(264	)			101,801			84,820		20.0		%	20.3		%
Total gross billings		$	870,852		$	(1,649	)		$	869,203		$	774,286		12.3		%	12.5		%
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 September 30, 2015 was as follows:
		At Avg. Q3 2014 Rates (1)			Exchange Rate Effect (2)				September 30, 2015 As Reported			September 30, 2014 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other		$	211,548		$	(29,008	)		$	182,540		$	218,615		(16.5	)	%	(3.2	)	%
Travel:
Third party			77,825			(12,909	)			64,916			79,802		(18.7	)	%	(2.5	)	%
Total services			289,373			(41,917	)			247,456			298,417		(17.1	)	%	(3.0	)	%
Goods:
Third party			74,621			(10,703	)			63,918			82,646		(22.7	)	%	(9.7	)	%
Direct			122,833			(19,725	)			103,108			108,360		(4.8	)		13.4
Total			197,454			(30,428	)			167,026			191,006		(12.6	)	%	3.4		%
Travel:
Third party			77,825			(12,909	)			64,916			79,802		(18.7	)	%	(2.5	)	%
Total gross billings		$	486,827		$	(72,345	)		$	414,482		$	489,423		(15.3	)	%	(0.5	)	%
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 September 30, 2015 was as follows:
		At Avg. Q3 2014 Rates (1)			Exchange Rate Effect (2)				September 30, 2015 As Reported			September 30, 2014 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other		$	115,909		$	(22,937	)		$	92,972		$	120,269		(22.7	)	%	(3.6	)	%
Travel:
Third party			38,890			(8,181	)			30,709			35,754		(14.1	)	%	8.8		%
Total services			154,799			(31,118	)			123,681			156,023		(20.7	)	%	(0.8	)	%
Goods:
Third party			63,749			(10,654	)			53,095			65,425		(18.8	)	%	(2.6	)	%
Direct			8,428			(1,355	)			7,073			5,190		36.3			62.4
Total			72,177			(12,009	)			60,168			70,615		(14.8	)	%	2.2		%
Travel:
Third party			38,890			(8,181	)			30,709			35,754		(14.1	)	%	8.8		%
Total gross billings		$	226,976		$	(43,127	)		$	183,849		$	226,638		(18.9	)	%	0.1		%
The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:
		At Avg. Q3 2014 Rates (1)			Exchange Rate Effect (2)				September 30, 2015 As Reported			September 30, 2014 As Reported			Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other		$	809,955		$	(52,835	)		$	757,120		$	785,457		(3.6	)	%	3.1		%
Travel:
Third party			218,780			(21,354	)			197,426			200,376		(1.5	)	%	9.2		%
Total services			1,028,735			(74,189	)			954,546			985,833		(3.2	)	%	4.4		%
Goods:
Third party			147,551			(21,852	)			125,699			153,148		(17.9	)	%	(3.7	)	%
Direct			408,369			(21,080	)			387,289			351,366		10.2			16.2
Total			555,920			(42,932	)			512,988			504,514		1.7		%	10.2		%
Total gross billings		$	1,584,655		$	(117,121	)		$	1,467,534		$	1,490,347		(1.5	)	%	6.3		%

(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 September 30, 2014.
(2)	Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.

Groupon, Inc.
Supplemental Financial Information and Business Metrics (9)(10)
(financial data in thousands; active customers in millions)
(unaudited)
			Q3 2014				Q4 2014				Q1 2015				Q2 2015				Q3 2015
Segments
North America Segment:
Gross Billings (1):
	Local (2) Gross Billings		$	446,573			$	499,250			$	512,558			$	499,378			$	481,608
	Travel Gross Billings			84,820				80,296				96,678				102,908				101,801
	Gross Billings - Services			531,393				579,546				609,236				602,286				583,409
	Gross Billings - Goods			242,893				369,033				284,741				293,970				285,794
	Total Gross Billings		$	774,286			$	948,579			$	893,977			$	896,256			$	869,203
	Year-over-year growth			16		%		20		%		14		%		12		%		12		%
	% Third Party and Other			69		%		62		%		69		%		68		%		68		%
	% Direct			31		%		38		%		31		%		32		%		32		%
Gross Billings Trailing Twelve Months (TTM)			$	3,143,621			$	3,303,479			$	3,415,687			$	3,513,098			$	3,608,015
Revenue (3):
	Local Revenue		$	161,912			$	170,946			$	180,864			$	172,461			$	163,786
	Travel Revenue			17,627				17,165				19,989				21,958				21,394
	Revenue - Services			179,539				188,111				200,853				194,419				185,180
	Revenue - Goods			238,955				362,863				279,029				286,863				278,751
	Total Revenue		$	418,494			$	550,974			$	479,882			$	481,282			$	463,931
	Year-over-year growth			16		%		24		%		11		%		14		%		11		%
	% Third Party and Other			43		%		35		%		42		%		41		%		40		%
	% Direct			57		%		65		%		58		%		59		%		60		%
Revenue TTM			$	1,717,271			$	1,824,461			$	1,873,281			$	1,930,632			$	1,976,069
Gross Profit (4):
	Local Gross Profit		$	138,189			$	147,582			$	154,776			$	147,574			$	138,798
	% of North America Local Gross Billings			30.9		%		29.6		%		30.2		%		29.6		%		28.8		%
	Travel Gross Profit			14,000				14,187				15,791				18,385				17,644
	% of North America Travel Gross Billings			16.5		%		17.7		%		16.3		%		17.9		%		17.3	%	%
	Gross Profit - Services			152,189				161,769				170,567				165,959				156,442
	% of North America Services Gross Billings			28.6		%		27.9		%		28.0		%		27.6		%		26.8		%
	Gross Profit - Goods			23,953				34,404				23,923				30,598				34,801
	% of North America Goods Gross Billings			9.9		%		9.3		%		8.4		%		10.4		%		12.2		%
	Total Gross Profit		$	176,142			$	196,173			$	194,490			$	196,557			$	191,243
	Year-over-year growth			3		%		13		%		8		%		9		%		9		%
	% Third Party and Other			87		%		83		%		88		%		85		%		83		%
	% Direct			13		%		17		%		12		%		15		%		17		%
	% of North America Total Gross Billings			22.7		%		20.7		%		21.8		%		21.9		%		22.0		%
EMEA Segment:
Gross Billings:
	Local Gross Billings		$	218,615			$	242,119			$	217,598			$	198,553			$	182,540
	Travel Gross Billings			79,802				72,710				65,065				59,544				64,916
	Gross Billings - Services			298,417				314,829				282,663				258,097				247,456
	Gross Billings - Goods			191,006				245,712				176,526				175,439				167,026
	Total Gross Billings		$	489,423			$	560,541			$	459,189			$	433,536			$	414,482
	Year-over-year growth			10		%		(1	)	%		(11	)	%		(10	)	%		(15	)	%
	Year-over-year growth, excluding FX			10		%		8		%		7		%		9		%		(1	)	%
	% Third Party and Other			78		%		74		%		77		%		76		%		75		%
	% Direct			22		%		26		%		23		%		24		%		25		%
Gross Billings TTM			$	2,051,979			$	2,046,807			$	1,992,408			$	1,942,689			$	1,867,748
Revenue:
	Local Revenue		$	90,002			$	95,572			$	82,536			$	75,543			$	70,781
	Travel Revenue			16,960				16,321				14,717				13,100				13,561
	Revenue - Services			106,962				111,893				97,253				88,643				84,342
	Revenue - Goods			123,110				160,582				118,967				115,404				114,945
	Total Revenue		$	230,072			$	272,475			$	216,220			$	204,047			$	199,287
	Year-over-year growth			56		%		8		%		(6	)	%		(10	)	%		(13	)	%
	Year-over-year growth, excluding FX			55		%		18		%		13		%		9		%		2		%
	% Third Party and Other			53		%		46		%		51		%		48		%		48		%
	% Direct			47		%		54		%		49		%		52		%		52		%
Revenue TTM			$	939,860			$	961,130			$	946,457			$	922,814			$	892,029
Gross Profit:
	Local Gross Profit		$	83,956			$	90,150			$	77,356			$	70,270			$	66,288
	% of EMEA Local Gross Billings			38.4		%		37.2		%		35.5		%		35.4		%		36.3		%
	Travel Gross Profit			15,440				15,226				12,400				11,939				12,323
	% of EMEA Travel Gross Billings			19.3		%		20.9		%		19.1		%		20.1		%		19.0	%	%
	Gross Profit - Services			99,396				105,376				89,756				82,209				78,611
	% of EMEA Services Gross Billings			33.3		%		33.5		%		31.8		%		31.9		%		31.8		%
	Gross Profit - Goods			32,252				38,154				25,481				21,878				24,905
	% of EMEA Goods Gross Billings			16.9		%		15.5		%		14.4		%		12.5		%		14.9		%
	Total Gross Profit		$	131,648			$	143,530			$	115,237			$	104,087			$	103,516
	Year-over-year growth			6		%		(6	)	%		(18	)	%		(26	)	%		(21	)	%
	% Third Party and Other			85		%		82		%		87		%		86		%		86		%
	% Direct			15		%		18		%		13		%		14		%		14		%
	% of EMEA Total Gross Billings			26.9		%		25.6		%		25.1		%		24.0		%		25.0		%
Rest of World Segment:
Gross Billings:
	Local Gross Billings		$	120,269			$	105,420			$	99,735			$	100,403			$	92,972
	Travel Gross Billings			35,754				32,313				32,946				31,263				30,709
	Gross Billings - Services			156,023				137,733				132,681				131,666				123,681
	Gross Billings - Goods			70,615				77,816				66,154				67,555				60,168
	Total Gross Billings		$	226,638			$	215,549			$	198,835			$	199,221			$	183,849
	Year-over-year growth			(3	)	%		(10	)	%		(12	)	%		(9	)	%		(19	)	%
	Year-over-year growth, excluding FX			1		%		—		%		(1	)	%		6		%		—		%
	% Third Party and Other			98		%		96		%		98		%		97		%		96		%
	% Direct			2		%		4		%		2		%		3		%		4		%
Gross Billings TTM			$	910,670			$	887,546			$	861,032			$	840,243			$	797,454
Revenue:
	Local Revenue		$	39,034			$	32,264			$	30,281			$	28,499			$	26,372
	Travel Revenue			7,243				5,757				6,495				6,363				6,135
	Revenue - Services			46,277				38,021				36,776				34,862				32,507
	Revenue - Goods			19,426				21,758				17,478				18,204				17,870
	Total Revenue		$	65,703			$	59,779			$	54,254			$	53,066			$	50,377
	Year-over-year growth			(24	)	%		(19	)	%		(18	)	%		(18	)	%		(23	)	%
	Year-over-year growth, excluding FX			(20	)	%		(9	)	%		(8	)	%		(4	)	%		(5	)	%
	% Third Party and Other			92		%		86		%		91		%		87		%		86		%
	% Direct			8		%		14		%		9		%		13		%		14		%
Revenue TTM			$	270,211			$	256,532			$	244,326			$	232,802			$	217,476
Gross Profit:
	Local Gross Profit		$	34,373			$	27,175			$	26,161			$	24,567			$	22,568
	% of Rest of World Local Gross Billings			28.6		%		25.8		%		26.2		%		24.5		%		24.3		%
	Travel Gross Profit			5,544				3,815				4,906				5,012				4,859
	% of Rest of World Travel Gross Billings			15.5		%		11.8		%		14.9		%		16.0		%		15.8		%
	Gross Profit - Services			39,917				30,990				31,067				29,579				27,427
	% of Rest of World Services Gross Billings			25.6		%		22.5		%		23.4		%		22.5		%		22.2		%
	Gross Profit - Goods			7,571				7,416				6,612				6,784				6,726
	% of Rest of World Goods Gross Billings			10.7		%		9.5		%		10.0		%		10.0		%		11.2		%
	Total Gross Profit		$	47,488			$	38,406			$	37,679			$	36,363			$	34,153
	Year-over-year growth			(26	)	%		(24	)	%		(16	)	%		(20	)	%		(28	)	%
	% Third Party and Other			100		%		96		%		99		%		99		%		99		%
	% Direct			—		%		4		%		1		%		1		%		1		%
	% of Rest of World Total Gross Billings			21.0		%		17.8		%		18.9		%		18.3		%		18.6		%
Consolidated Results of Operations:
Gross Billings:
	Local Gross Billings		$	785,457			$	846,789			$	829,891			$	798,334			$	757,120
	Travel Gross Billings			200,376				185,319				194,689				193,715				197,426
	Gross Billings - Services			985,833				1,032,108				1,024,580				992,049				954,546
	Gross Billings - Goods			504,514				692,561				527,421				536,964				512,988
	Total Gross Billings		$	1,490,347			$	1,724,669			$	1,552,001			$	1,529,013			$	1,467,534
	Year-over-year growth			11		%		8		%		2		%		2		%		(2	)	%
	Year-over-year growth, excluding FX			12		%		13		%		10		%		10		%		6		%
	% Third Party and Other			76		%		70		%		75		%		74		%		74		%
	% Direct			24		%		30		%		25		%		26		%		26		%
Gross Billings TTM			$	6,106,270			$	6,237,832			$	6,269,127			$	6,296,030			$	6,273,217
	Year-over-year growth			7		%		8		%		7		%		6		%		3	%	%
Revenue:
	Local Revenue		$	290,948			$	298,782			$	293,681			$	276,503			$	260,939
	Travel Revenue			41,830				39,243				41,201				41,421				41,090
	Revenue - Services			332,778				338,025				334,882				317,924				302,029
	Revenue - Goods			381,491				545,203				415,474				420,471				411,566
Total Revenue			$	714,269			$	883,228			$	750,356			$	738,395			$	713,595
	Year-over-year growth			20		%		15		%		3		%		3		%		(0	)	%
	Year-over-year growth, excluding FX			21		%		19		%		10		%		11		%		7		%
	% Third Party and Other			51		%		42		%		48		%		46		%		46		%
	% Direct			49		%		58		%		52		%		54		%		54		%
Revenue TTM			$	2,927,342			$	3,042,123			$	3,064,064			$	3,086,248			$	3,085,574
	Year-over-year growth			20		%		18		%		13		%		10		%		5		%
Gross Profit:
	Local Gross Profit		$	256,518			$	264,907			$	258,293			$	242,411			$	227,654
	% of Consolidated Local Gross Billings			32.7		%		31.3		%		31.1		%		30.4		%		30.1		%
	Travel Gross Profit			34,984				33,228				33,097				35,336				34,826
	% of Consolidated Travel Gross Billings			17.5		%		17.9		%		17.0		%		18.2		%		17.6		%
	Gross Profit - Services			291,502				298,135				291,390				277,747				262,480
	% of Consolidated Services Gross Billings			29.6		%		28.9		%		28.4		%		28.0		%		27.5		%
	Gross Profit - Goods			63,776				79,974				56,016				59,260				66,432
	% of Consolidated Goods Gross Billings			12.6		%		11.5		%		10.6		%		11.0		%		13.0		%
	Total Gross Profit		$	355,278			$	378,109			$	347,406			$	337,007			$	328,912
	Year-over-year growth			(1	)	%		—		%		(5	)	%		(8	)	%		(7	)	%
	% Third Party and Other			88		%		84		%		89		%		87		%		85		%
	% Direct			12		%		16		%		11		%		13		%		15		%
	% of Total Consolidated Gross Billings			23.8		%		21.9		%		22.4		%		22.0		%		22.4		%
Marketing			$	55,258			$	59,812			$	52,533			$	57,007			$	61,587
Selling, general and administrative			$	299,275			$	285,472			$	289,847			$	288,721			$	326,248
Adjusted EBITDA			$	63,887			$	92,914			$	72,370			$	61,118			$	56,334
	% of Total Consolidated Gross Billings			4.3		%		5.4		%		4.7		%		4.0		%		3.8		%
	% of Total Consolidated Revenue			8.9		%		10.5		%		9.6		%		8.3		%		7.9		%
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."
			Q3 2014				Q4 2014				Q1 2015				Q2 2015				Q3 2015
Net cash provided by (used in) operating activities from continuing operations			$	22,324			$	273,272			$	40,711			$	9,995			$	(7,612	)
Purchases of property and equipment and capitalized software from continuing operations				(18,638	)			(20,117	)			(18,294	)			(22,452	)			(27,735	)
Free cash flow			$	3,686			$	253,155			$	22,417			$	(12,457	)		$	(35,347	)
Net cash provided by (used in) operating activities from continuing operations (TTM)			$	157,500			$	252,497			$	307,782			$	346,302			$	316,366
Purchases of property and equipment and capitalized software from continuing operations (TTM)				(83,374	)			(83,560	)			(85,761	)			(79,501	)			(88,598	)
Free cash flow (TTM)			$	74,126			$	168,937			$	222,021			$	266,801			$	227,768
Net cash provided by (used in) investing activities from continuing operations			$	(19,046	)		$	(35,175	)		$	(19,443	)		$	(28,541	)		$	(98,028	)
Net cash provided by (used in) financing activities			$	(16,823	)		$	(21,088	)		$	(32,942	)		$	(138,227	)		$	(14,821	)
Net cash provided by (used in) investing activities from continuing operations (TTM)			$	(137,527	)		$	(149,372	)		$	(105,821	)		$	(102,205	)		$	(181,187	)
Net cash provided by (used in) financing activities (TTM)			$	(228,512	)		$	(194,156	)		$	(185,606	)		$	(209,080	)		$	(207,078	)
Other Metrics:
Active Customers (6)
	North America			23.5				24.1				24.6				24.9				25.2
	EMEA			14.9				15.2				15.3				15.5				15.4
	Rest of World			8.2				8.1				8.2				8.2				8.0
	Total Active Customers			46.6				47.4				48.1				48.6				48.6
TTM Gross Billings / Average Active Customer(7)
North America			$	145			$	147			$	147			$	148			$	148
EMEA				142				139				134				130				123
Rest of World				108				105				101				98				99
Consolidated				137				137				135				133				132
Global headcount as of September 30, 2015 and 2014 was as follows:
			Q3 2014				Q3 2015
Sales (8)				4,420				4,168
	% North America			29	%			33	%
	% EMEA			43	%			42	%
	% Rest of World			28	%			25	%
	Other			6,228				6,301
	Total Headcount			10,648				10,469

(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, point of sale 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 advertising revenue, payment processing revenue, point of sale revenue and commission revenue.
(4)		Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.
(5)		Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(6)		Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.
(7)		Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.
(8)		Includes merchant sales representatives, as well as sales support from continuing operations.
(9)		Financial information and other metrics have been retrospectively adjusted to exclude Ticket Monster, which has been classified as discontinued operations.
(10)		The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151103006897/en/

Groupon
Investor Relations
Genny Konz
Tom Grant
312-999-3098
[email protected]
or
Public Relations
Bill Roberts
312-459-5191

Source: Groupon