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					1Q13 Earnings Deck
May, 2013
Forward-Looking Statements
    The statements contained in this presentation that refer to plans and expectations for the next quarter or the future are forward-
    looking statements that involve a number of risks and uncertainties, and actual results could differ materially from those discussed.
    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; responding to
    changes in the market; effectively dealing with challenges arising from our international operations; retaining existing customers
    and adding new customers; retaining existing merchant partners and adding new merchant partners; incurring expenses as we
    expand our business; competing against smaller competitors and competitors with more financial resources than us; maintaining
    favorable terms with our business partners; maintaining a strong brand; managing inventory and order fulfillment; integrating our
    technology platforms; managing refund risks; retaining our executive team; litigation; regulations, including the CARD Act and
    regulation of the Internet; tax liabilities; tax legislation; maintaining our information technology infrastructure; security breaches;
    protecting our intellectual property; handling acquisitions, joint ventures and strategic investments effectively; seasonality;
    payment-related risks; customer and merchant partner fraud; global economic uncertainty; compliance with rules and regulations
    associated with being a public company; and our ability to raise capital if necessary. 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 and subsequent Quarterly Reports on Form 10-Q, 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 May 8, 2013. Groupon undertakes no
    obligation to update publicly any forward-looking statements for any reason after the date of this presentation to conform these
    statements to actual results or to changes in its expectations.

    Additional information relating to certain of our financial measures contained herein is available in our most recent earnings
    release and at our website at investor.groupon.com.



                                                                                                                                              2
                       Mission:
  To be the world’s commerce operating system,
           increasing consumer buying power while
driving more business to merchants through price and discovery.




                                                                  3
   Areas of Focus
      Having evolved from one city to over one thousand, from a few customers to over
       41 million, we are now focused on our next phase of evolution, building a local
       platform worldwide.


                                                                          There are three areas
                                                                          we’re focused on to capitalize
                                                                          on this opportunity:

                                                                               Mobile


                                                                               Pull


                                                                               One Playbook

       ~60M local merchants worldwide, ~18M in our core categories,   1



             we have only featured >500,000 to date

                                                                                                           4
(1) Localeze/Neustar & Factual.com Business Listings
 Mobile: continuing to transform our business
   More than 40 million people worldwide have downloaded our mobile apps so far

   Over 7 million downloaded our mobile apps in Q1 alone

   In March 2013, 45% of North American transactions were completed on mobile devices, compared with
    nearly 30% in March 2012; International mobile mix is lower, but growing at a faster rate

        North America Mobile Transaction Mix
        Monthly, January 2011 to March 2013 (% of transactions)
50.0%                                                             March ‘13

45.0%
                                                    October ’12
40.0%
                                     April ’12
35.0%
                     October ‘11
30.0%
         April ’11                                                     January ‘13
25.0%

                                                           July ’12
20.0%

15.0%
                                          January ’12

10.0%                    July ’11


 5.0%
        January ‘11
 0.0%
                                                                                                        5
  Pull: meeting customer demand by expanding beyond
  email (“Push”) to search (“Pull”)
                                                                    Nearly 40,000 active
                                                                   deals in North America
     In the first quarter, less than 45% of our transactions in
      North America came from email

     Over 50% of our local transaction volume in North America
      comes not from new deals that we feature on any given day,
      but from our Deal Bank inventory

     In March, over 60% of the merchant contracts we signed in
      North America opted to feature in our Pull marketplace,
      with a monthly recurring deal


~1,000 active deals
    worldwide

 IPO                                                                       March 2013
                                                                                        6
   One Playbook: rolling out technology internationally that
   has driven improvement in North America                                                                                       1




                                                                                Quantum Lead
                                                                               Next-gen lead
                                                                             management system


                                                                                  Deal Wizard
       North America                                                     Contract configuration and
                                                                                                                                              International
         World-class customer and                                          capacity management                                                  Customer and merchant
          merchant satisfaction 2                                                                                                             satisfaction below N.A., but
                                                                                                                                                                             2
                                                                                                                                              making continued progress
                                                                           SmartDeals / Deal Bank
                                                            Personalization algorithm and relevancy engine /
                                                                       Perpetual inventory system


                                                                                      Coffee
                                               Sales intelligence dashboard, includes return on investment calculator



                                                                               Sales Workbench
                                                         Lead management interface for contacting merchants


(1) Shading is for illustrative purposes only; rollout of technology/tools is in various stages of progress globally.
(2) Based on customer and merchant satisfaction scores per ForeSee Customer and Merchant Satisfaction Surveys, March 2013 (surveys commissioned by Groupon); North America scores
                                                                                                                                                                                    7
    comprise the U.S. score, and International is comprised of the average of the scores of the international countries surveyed.
Non-Financial Metrics                                                                                                              North America                  International

 Units 1                                                                                         Active Customers 2
                                                         YoY by Segment

                                                       +37%                                                                                39.5           41.0       41.7
                                                                                                             36.9           38.0
      Unit Sales grew 4% YoY
                                                                                                                                           59%            58%        56%
      globally in 1Q13, to 45M                                                                               60%            60%
                                                                        Intl
                                                                                                                                                                     44%
                                                        NA                                                   40%            40%            41%            42%

                                                                       -18%                                 1Q12            2Q12           3Q12           4Q12       1Q13



 Spend per Average Active Customer 3                                                              Active Deals 4

                                                                                                     Nearly 40,000 active deals in NA,
       197
                                                                                                     up from ~1,000 worldwide
                      175                                                                            at the time of the IPO
        156           151                                   152                151
                                         149
                                                            138
                                          148                                  129


  1Q12               2Q12                3Q12                4Q12               1Q13
                                                                                                  IPO                                                               March 2013
(1)   Units reflect vouchers and products ordered before cancellations and refunds.
(2)   Active customers reflect the total number of accounts who have purchased Groupons during the trailing twelve months.
(3)   Spend per average active customer reflects the total gross billings generated in the trailing twelve months per average active customer over that period.                   8
(4)   Active deals reflect the number of daily featured and Deal Bank deals offered on average at the end of the quarter.
Financial Summary - Consolidated
 Gross Billings & Revenue                                   Operating Income (Loss)
 USD, Millions                                              USD, Millions
                                                                        $46
                               $1,520
                                         $1,408                $40
 $1,355
           $1,287                                 +4% Y/Y
                      $1,218
                                                                              $25
                                                                                              $21




                                                  +8% Y/Y
                                $638
  $559      $568       $569               $601



                                                                                      $(13)
  1Q12     2Q12        3Q12     4Q12     1Q13
                                                              1Q12     2Q12   3Q12    4Q12    1Q13

           Gross Billings      Revenue
                                                                                                     9
Expense Summary - Consolidated
                                                                             % of Revenue

 Cost of Revenue                            Marketing
 USD, Millions                              USD, Millions

  21%       24%     32%       44%    37%     21%        16%   12%      10%          8%



                             $282           $117
                    $182             $222              $88    $71
 $119       $135                                                       $61          $50

 1Q12      2Q12    3Q12      4Q12    1Q13   1Q12      2Q12    3Q12    4Q12         1Q13

 Selling, General & Administrative          Stock Compensation and Acquisition-Related
 USD, Millions                              USD, Millions

  51%       53%     51%       48%    51%     5%         4%     4%      4%           5%




 $284       $300    $288     $308    $308   $28        $25             $27          $30
                                                              $25


 1Q12      2Q12    3Q12      4Q12    1Q13   1Q12      2Q12    3Q12    4Q12         1Q13
                                                                                            10
      Financial Summary – Segment
                                   North America                                                                                 International
                                         USD, Millions                                                                                 USD, Millions

         Gross Billings and Revenue                                                                    Gross Billings and Revenue
                                                                                                         $801                                             $802
                                                             $719                                                        $738                                              $726
                                                                              $681                                                         $666
           $554             $548             $552                                                                                                                                -9% Y/Y
                                                                                 +23% Y/Y



                                                                                  +42% Y/Y                                                                                        -18% Y/Y
                           $260              $292            $375             $340                      $321             $308              $277
           $239                                                                                                                                           $263              $262
          1Q12             2Q12              3Q12           4Q12             1Q13                        1Q12            2Q12              3Q12            4Q12            1Q13
                            Gross Billings                  Revenue                                                       Gross Billings                   Revenue


         Segment Operating Income and Margin 1                                                        Segment Operating Income (Loss) and Margin 1
$50                                                                                        50%$50                                                                                      60%
                             $43                                              $41
            $40                              $39                                              $40                                                                                      50%
$40                                                                                        40%
                                                                                                                           $29                                                         40%
                                                                                              $30          $27
$30                                                                                        30%
                                                                                                                                                                                       30%
                                                                                              $20
$20         17%              17%                              $17                          20%             9%              9%                                                          20%
                                              13%                              12%                                                         $11                            $10
                                                                                              $10
$10                                                           5%                           10%                                              4%                              4%         10%
                                                                                                                                                           $(3)
                                                                                               $-                                                                                      0%
$-                                                                                         0%             1Q12            2Q12             3Q12         (1)%
                                                                                                                                                          4Q12            1Q13
           1Q12             2Q12             3Q12            4Q12            1Q13            $(10)
                                                                                                          1Q12            2Q12             3Q12            4Q12            1Q13        -10%
            1Q12            2Q12             3Q12            4Q12            1Q13
 (1) Represents segment revenue less cost of revenue and operating expenses, excluding stock-based compensation and acquisition-related expense (benefit), net, in absolute dollars and as
     a percentage of segment revenue.                                                                                                                                                      11
   Financial Summary - Category
         Gross Billings                                                                                Gross Profit and Gross Margin 1
         USD, Millions                                                                                 USD, Millions
                                                             $1,520
                                                                              $1,408
        $1,355
                          $1,287
                                           $1,218
                                                               52%
                                                                                               $500                                                                           40%
                                                                                 59%                         $440              $433
                                                                                               $450
          66%                                                                                                                                    $387                  $379
                                                                                                                                                                              35%
                            65%               56%                                              $400
                                                                                                                                34%                             $356          30%
                                                                                               $350            32%                                                     27%
                                                                                                                                                  32%           23%
                                                                                               $300                                                                           25%

                                                                                               $250           74%               74%               68%                  74%    20%
                                                               36%                             $200
                                                                                                                                                                69%
                                              31%                                28%                                                                                          15%
           21%              23%                                                                $150
                                                                                                                                                                              10%
                                                                                               $100
                                                                                                              16%               17%               23%           22%    16%    5%
          13%               12%               13%              12%               13%            $50
                                                                                                 $-
                                                                                                              10%                9%                9%            9%    10%    0%
          1Q12              2Q12              3Q12            4Q12              1Q13                          1Q12              2Q12              3Q12          4Q12   1Q13
         1Q12              2Q12              3Q12             4Q12              1Q13                          1Q12             2Q12              3Q12           4Q12   1Q13


              Local                      Goods                       Travel & Other                              Gross Margin % of Billings 1
                                                                                                                                                                              12
(1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.
       Financial Summary – Local 1
                                         57%
          North America                                                                                       International
          USD, Millions                                                                                       USD, Millions
$500                                                                                   60%          $500                                                                       60%
                                                                                                                $466
                                                                        $450
$450                                                                                                $450
           $429                                          $430                                                                   $423
                          $413                                                         50%                                                                                     50%
$400                                                                                                $400
                                                                                                                                                                 $369   $379
                                                                                                                                               43%
                                          $356
$350                                                                                                $350         40%            40%
                                                                                       40%                                                    $328                             40%
                           36%                                                                                                                                          36%
$300
                                          35%                                                       $300                                                         34%
            33%                                                          32%
$250                                                      28%                          30%          $250                                                                       30%


$200                                                                                                $200

                                                                                       20%                                                                                     20%
$150                                                                                                $150


$100                                                                                                $100
                                                                                       10%                       $186           $170                                           10%
           $140            $149                                          $146                                                                  $140                     $136
 $50
                                          $123            $119                                                                                                   $124
                                                                                                     $50


 $-                                                                                    0%             $-                                                                       0%
           1Q12           2Q12           3Q12            4Q12           1Q13                            1Q12      2Q12                         3Q12              4Q12   1Q13
           Billings                            Gross Profit                                  Gross Margin % of Billings 2
 (1) Local represents deals from local merchants, deals with national merchants, and through local events (i.e., GrouponLive deals).
                                                                                                                                                                                     13
 (2) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.
    Financial Summary – Goods
          North America                                                                                        International
$275      USD, Millions                                                                 80%
                                                                                                     $350      USD, Millions                                                   80%


                                                         $241                                                                                                    $301          70%
                                                                                        70%          $300
$225
                                                                                                                                                                               60%
                                                                                        60%          $250
                                                                                                                                                $223                    $227
$175                                                                     $165                                    $207                                                          50%
                                         $152                                           50%          $200
                                                                                                                                 $199

                                                                                                                                                                               40%
$125                                                                                    40%
                                                                                                     $150                         30%
                                                                                                                  26%                            27%                           30%
                           $93
            $78                                                                         30%
                                                                                                                                                                 19%
$75                                                                                                  $100                                                               21%
            24%                                                                                                                                                                20%
                                           18%                                          20%
                            16%
                                                                                                      $50
                                                                                                                                                                               10%
$25                                                         9%
                                                                                                                   $53            $60             $60            $56     $47
                                            $28            $23             8%           10%
             $18            $15                                            $12                         $-                                                                      0%
           1Q12           2Q12            3Q12           4Q12            1Q13                                    1Q12            2Q12           3Q12             4Q12   1Q13
$(25)                                                                                   0%

            Billings                           Gross Profit                                   Gross Margin % of Billings 1
                                                                                                                                                                                     14
 (1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.
      Financial Summary – Travel and Other
                                         57%
         North America                                                                                        International
         USD, Millions                                                                                        USD, Millions
$80                                                                                    50%          $140                                                                      50%
                                                                                                                                                                $132
                                                                                                                $128
                                                                                       45%                                                                                    45%
$70                                                                                                                                                                    $120
                                                                          $66                       $120                        $116           $114
                                                                                       40%                                                                                    40%
$60
                                                                                       35%          $100                                                                      35%

$50                                                       $48
           $46                            $45                                          30%                                                                                    30%
                           $43                                                                       $80                         26%
          24%                                                                                                    25%
$40                       24%                                                          25%
                                                                                                                                                22%                           25%
                                          21%                            22%
                                                          20%                                        $60
                                                                                                                                                                       20%
                                                                                       20%                                                                      18%           20%
$30

                                                                                       15%           $40                                                                      15%
$20
                                                                                       10%                                                                                    10%
                                                                                                     $20
$10
                                                                                       5%                         $31            $30                                          5%
                                                                          $14                                                                    $25            $24    $24
           $11             $10              $9            $10
$-                                                                                     0%             $-                                                                      0%
         1Q12      2Q12                  3Q12            4Q12           1Q13                            1Q12      2Q12                         3Q12             4Q12   1Q13
          Billings                            Gross Profit                                   Gross Margin % of Billings 1
                                                                                                                                                                                    15
(1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.
    Financial Summary – Cash Flow
                                        57%
                                                          1                                                                                     2
         Operating Cash Flow (TTM)                                                                       Free Cash Flow (TTM)
         USD, Millions                                                                                   USD, Millions
$425                                                                                           $425
                            $393
                                           $370
$375        $356                                                                               $375

                                                                                                                            $330
$325                                                                                           $325         $310
                                                                                                                                            $300

$275                                                       $267                                $275


$225                                                                                           $225
                                                                           $192
                                                                                                                                                            $171
$175                                                                                           $175


$125                                                                                           $125
                                                                                                                                                                             $95
$75                                                                                             $75


$25                                                                                             $25


$(25)      1Q12            2Q12            3Q12            4Q12            1Q13                $(25)       1Q12            2Q12            3Q12            4Q12            1Q13
 (1) TTM represents the trailing twelve month period.
                                                                                                                                                                                          16
 (2) Free cash flow is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”
   Other Financial Highlights


                                   ($ millions)                                                                       1Q 2013
                                                                                                                       12/31/11

                                      GAAP EPS                                                                            $(0.01)
                                      EPS excluding stock-based compensation
                                                                                                                           $0.03
                                        and acquisition-related expense, net 1
                                      Operating Cash Flow                                                                   $9M

                                      Operating Cash Flow TTM                                                             $192M

                                      Free Cash Flow 2                                                                     $(6)M

                                      Free Cash Flow TTM 2                                                                 $95M

                                      Cash and Cash Equivalents                                                          $1,166M




(1) Earnings per share excluding stock-based compensation and acquisition-related expense, net is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable
    U.S. GAAP financial measure, “Net loss per share.”
                                                                                                                                                                                         17
(2) Free cash flow is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”
Appendix




           18
   Non–GAAP Reconciliation
   EPS excluding Stock-Based Compensation and Acquisition-Related Expense, net
   (in thousands, except share and per share amounts)



                          The following is a reconciliation of earnings per share excluding stock-based compensation and acquisition-
                          related expense, net to the most comparable U.S. GAAP financial measure, “Net loss per share”:
                                                                                                                                       Three Months Ended
                                                                                                                                         March 31, 2013
                         Net loss attributable to common stockholders                                                                        $(3,922)
                           Stock-based compensation                                                                                            29,907
                           Acquisition-related expense, net                                                                                      68
                           Income tax effect of adjustments                                                                                   (9,113)
                         Net income attributable to common stockholders, excluding stock-based compensation
                                                                                                                                              $16,870
                              and acquisition-related expense, net
                         Diluted shares                                                                                                     658,800,417
                         Incremental diluted shares    (1)                                                                                  12,175,734
                         Adjusted diluted shares                                                                                            670,976,151


                         Diluted net loss per share                                                                                           $(0.01)
                         Impact of stock-based compensation and acquisition-related expense, net and the related
                                                                                                                                                0.04
                              income tax effects
                         Diluted earnings per share, excluding stock-based compensation and acquisition-related
                                                                                                                                               $0.03
                              expense, net




(1) Outstanding equity awards are not reflected in the diluted loss per share calculation for the three months ended March 31, 2013 because the effect would be antidilutive. However,
    those awards have been reflected in the calculation of diluted earnings per share excluding stock-based compensation and acquisition-related expense, net for the three months ended
                                                                                                                                                                                         19
    March 31, 2013 because they have a dilutive effect on that calculation.
Non–GAAP Reconciliation
Free Cash Flow
(in thousands, except share and per share amounts)


                           The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial
                           measure, “Net cash provided by operating activities”:
                                                                                                               Three Months Ended
                                                                                                                 March 31, 2013
                          Net cash provided by operating activities                                                   $8,760
                          Purchases of property and equipment and capitalized software                               (14,468)
                          Free Cash Flow                                                                             $(5,708)




  The following is a reconciliation of free cash flow (TTM) to the most comparable U.S. GAAP financial measure, “Net cash provided by operating
 activities (TTM)”:
                                                                          1Q12            2Q12             3Q12              4Q12       1Q13
 Net cash provided by operating activities (TTM)                         $356,221        $392,517        $370,194           $266,834   $191,880
 Purchases of property and equipment and capitalized software (TTM)      (45,932)        (62,401)        (69,778)           (95,836)   (97,221)
 Free Cash Flow (TTM)                                                    $310,289        $330,116        $300,406           $170,998   $94,659




                                                                                                                                                  20

				
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