Groupon, Inc. (the “Company”) is filing this Current Report on
Form 8-K to present retrospectively revised historical consolidated
financial statements and other information included in the Companys
Annual Report on Form 10-K for the fiscal year ended December 31,
2016 (as amended, the “2016 Form 10-K”). Information included in
this Current Report on Form 8-K presents the financial results of
businesses recently disposed of as discontinued operations for the
years ended December 31, 2016, 2015 and 2014. Information included
in this Current Report on Form 8-K also presents updated segment
information for the years ended December 31, 2016, 2015 and 2014.
These updates are consistent with the presentation of discontinued
operations and segment information included in the Companys
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
filed with the Securities and Exchange Commission (the “SEC”) on
May 3, 2017. The information contained in this Current Report on
Form 8-K does not otherwise amend or restate any information in the
2016 Form 10-K.

In October 2016, the Company completed a strategic review of its
international markets in connection with its efforts to optimize
its global footprint and focus on the markets that it believes have
the greatest potential to benefit the Company’s long-term
financial performance. Based on that review, the Company decided to
focus its business on 15 core countries and to pursue strategic
alternatives for its operations in the remaining 11 countries,
which were primarily based in Asia and Latin America. The Company
completed dispositions of its operations in those countries between
November 2016 and March 2017. The Company determined that the
decision reached by its management and Board of Directors to exit
those 11 non-core countries, which comprised a substantial majority
of its operations outside of North America and EMEA, represented a
strategic shift in its business. Additionally, based on its review
of quantitative and qualitative factors relevant to the
dispositions, the Company determined that the disposition of the
businesses in those 11 countries will have a major effect on its
operations and financial results. As such, the consolidated
financial statements for the years ended December 31, 2016, 2015
and 2014 included in this Current Report on Form 8-K have been
retrospectively adjusted to present the financial results of the
operations in those 11 countries as discontinued operations. In
addition, the related financial statement schedule of Valuation and
Qualifying Accounts has been retrospectively adjusted to reflect
the discontinued operations presentation.

As a result of the dispositions, which represented a substantial
majority of the Company’s international operations outside of EMEA
and resulted in changes to the Company’s internal reporting and
leadership structure, the Company updated its segments during the
first quarter 2017 to report two segments: North America and
International. In addition, the Company changed its measure of
segment profitability during the first quarter of 2017.
Historically, segment operating results reflected operating income
(loss) excluding stock-based compensation and acquisition-related
expense (benefit), net. In connection with the internal reporting
changes, the measure of segment profitability was changed to
operating income (loss), unadjusted. The consolidated financial
statements for the years ended December 31, 2016, 2015 and 2014
included in this Current Report on Form 8-K have been
retrospectively adjusted to reflect that updated segment
information.

To retrospectively reflect the changes resulting from discontinued
operations and the updated segment information described above,
Exhibit 99.1 of this Current Report on Form 8-K updates information
that was originally included in the following sections of the 2016
Form 10-K:

Other than the items listed above, the Company is not updating any
other information from the 2016 Form 10-K at the present time.

This Current Report on Form 8-K does not modify or update the
disclosures contained in the 2016 Form 10-K in any way, nor does it
reflect any subsequent information, activities or events, other
than those required to reflect the changes in presentation due to
discontinued operations and segment information described above.
More current information may be included in the Companys other
filings with the SEC from time to time. This Current Report on Form
8-K should be read in conjunction with the 2016 Form 10-K (except
for the Company’s consolidated financial statements included in
Part II, Item 8, and the related financial statement schedule
included in Part IV, Item 15) and the Companys other filings with
the SEC.

Item 9.01. Financial Statements and Exhibits.