GROUPON, INC. PRIVILEGED AND CONFIDENTIAL – DO NOT DISTRIBUTE

4Q19 Earnings February 19, 2020

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The statements contained in this presentation 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, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words "may," "will," "should," "could," "expect," "anticipate," "believe,“ "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute, and achieve the expected benefits of our go-forward strategy, including our planned exit from the Goods business; volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's exit from the European Union, retaining and adding high quality merchants; our reliance on email, internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; reliance on cloud-based computing platforms; competing successfully in our industry; providing a strong mobile experience for our customers; maintaining and improving our information technology infrastructure; our voucherless offerings; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors or employees; tax liabilities; tax legislation; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior notes; and our and our ability to realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019 and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting our Investor Relations website 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 our nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations the date of this presentation unless otherwise expressly stated. 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, including non-GAAP financial measures, is available in our most recent earnings release and at our website at investor.groupon.com.

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Connecting 43M+ customers to hundreds of thousands of merchants

● Two-sided marketplace with massive global scale

● More than 1.5B Groupons sold across 1M+ merchants to date

● ~50% of our customer base has been shopping Groupon for 3+ years3

● Large and growing addressable market in local experiences

(1) Verto Analytics, “E-commerce Properties, December 2018,” U.S. Adults, age 18+(2) Comscore Media Metrix® Multi-Platform, Percent Reach, Total Audience, April 2019, U.S.(3) As of December 31, 2019

E-commerce brand 1

Of transactions on mobile 3

App with 200+ million downloads 3

U.S. internet users come to Groupon every month 2

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● Our best NA customers purchased ~58% of total units sold in 2019 and spent ~$2.1B1 last year

● They purchased from us ~7x in 2019 on average

● 1 more purchase from these best customers per year is ~$300M1 opportunity

● We also have 18 million active customers who look similar and 1 more purchase from them is worth ~$450M1

(1) Represents total value a customer has spent on our platform before refunds

has household income of $75K to $100K

lives in a city

loves new experiences and keeping busy with nearby activities happening now

wants a local experiences destination...like the new Groupon

Our best customer...

...and there are millions of untapped consumers who look like our best customers

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…yet we are capturing only a fraction of the market opportunity

(1) Global Local and Travel Billings as of December 31, 2019(2) Estimated market share of top competitors

$1T+ addressable market

Total captured market2

Groupon 2019 share

for local experiences where we have a right to win

< 1% share Things to Do

$1B+ in 2019 Billings

ConcertsSporting Events

Date Night & Family Night

Beauty & Wellness$900M+

in 2019 Billings

MassageCosmetic Treatments

Yoga Classes

Dining$350M+

in 2019 Billings

RestaurantsBars

Fine Dining

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Challenges Factors We Can Control

Macroeconomic Challenges>$100M in Annual Traffic Headwinds Consumer Demands From To

International economic pressures in Western Europe

Email

SEO

Push

Goods Category can’t compete

Local inventory scaled, but not dense, lacks

freshness

UX not engaging

Brand not aligned with vision

Goods category declines Goods exit

Declining traffic

Category SEO strategyNew traffic channels

Marketing automation

Inventory gaps

Inventory density strategy

Accelerated open platform API development

UX experience with low conversion

New app

Accelerated product innovation

Move to the Cloud

Brand focused only on value Brand relaunch8

● Winning in local experiences will ignite the marketplace flywheel and drive sustainable growth and upside

● Plan to exit Goods will allow us to focus execution on our local experiences marketplace

● Our strategy includes

○ Inventory: Build high-quality density in core cities and bring on merchants’ full catalogs

○ Modernization: Deliver a modern mobile experience for customers and new tools to help merchants grow their businesses

○ Brand: Relaunch the Groupon brand and marketing strategy to move from deal-centric to a local experiences marketplace

○ Cost: Reduce our costs and right-size our spend to support our go-forward business

● More transparent disclosure will allow investors to measure our progress

● Focused on top- and bottom-line growth while returning capital to shareholders

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Large global local purchaser base and improving local purchase frequency

Local Purchasers Year-Over-Year % Local Units/Local Purchaser Year-Over-Year %

Local purchasers = at least one Local purchase in the quarter10

Goods take up ~40% of impressions but deliver ~20% of gross profit

● Goods business is a headwind to performance

○ Cross-shopping between Local and Goods continues to decline

○ Historically an important Local engagement tool, now minimal

○ Goods consume disproportionate share of impressions

● Goods expected to continue to decline

● Goods exit would allow Groupon to

○ Shift Goods impressions to higher margin Local category

○ Transform SG&A cost structure

○ Return to growth

Goods purchasers = at least one Goods purchase in the quarter

Poor Goods Performance Supports Exit Plan

Goods Units Goods Purchasers

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GrowthQuality

MerchantsAmazing

Mobile CX

Geo-targeted Inventory

Frictionless Booking

Customer and Traffic Scale

Full Catalog and Self Service

New App and Yield Management

Location and Personalization

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Build high-quality density in core cities and bring on merchants’ full catalogs● Reach merchants per capita targets in 10+ cities in 2020● Increase offers per merchant; 80%+1 of total merchants on

evergreen contracts globally● Grow global bookable offers to 70% of total by 2022

Accelerate bookable inventory growth with new partnerships● Improve integration speed by 50%

(1) as of January 202014

Bring on merchant’s full catalog, not just heavily discounted deals

Supply density matters: Drive high-quality inventory growth in priority

cities

Grow bookable inventory significantly

Inventory scale and growth are key to unlocking purchase frequency

~60% billings CAGR1 for full price / lower discount inventory

(1) 2017 to 2019 Billings CAGR (2) based off 4 month period in 2019 for countries with high booking tool adoption(3) as of December 31, 2019

~18% purchase frequency lift for customers who buy and

book2

Machine Learning can accelerate targeted inventory growth

~65% of INTL Dining Inventory is Bookable3

Our highest density markets show15-20% improvement in purchase frequency

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● Since 2017, third-party inventory has grown as a % of total inventory

● Partnerships can further accelerate growth of bookable hyper-local supply

● Next gen API should accelerate partnership integrations

○ Goal: Accelerate integration speed by 50%

● Broader portfolio of low discount/low margin offerings will drive inventory growth

● Full catalog offering expected to increase customer engagement

● Integrations with top brands reduce purchase friction and improve the customer experience

(1) 2017 to 2019 Billings CAGR 16

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Product roadmap prioritizes voucherless, bookable, search, discovery, and curation to remove customer and merchant friction

Launch a modern mobile experience● New app in 2Q 2020● Leverage machine learning to produce rapid insights that power

curation, search relevance and other UX improvements● Improve the customer journey from discovery to purchase to

redemption

Prioritize our merchants’ success● Launch tools to help grow their businesses, including pricing tools and

alternative advertising options● Enhance self-service tools to help merchants join the marketplace

more quickly and partner more effectively with Groupon

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Voucherless

Bookable

Local-first

Quality-led

Modern Design

Personalized UI

Curated Merchandising

Map-based Search

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Position Groupon as a more valuable sales and customer acquisition channel and lay the foundation for expanding merchant ad services

From To

Limited ongoing engagement with platform and customers Ongoing use of Groupon for customer acquisition, retention and insights

Heavy discount focus; limited catalog inventory Tools that make it easier for merchants to list their full catalogs and createbookable offerings

Heavy-touch processes required to join marketplace and manage offers Self-service tools: easy onboarding, dynamic pricing, yield management

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Merchant Cohort Retention Rate1

● On average, ~30% of our merchants remain on Groupon 3 years after their first sale

● Retained merchants sell ~30% more units in Year 4 vs. Year 12

● 2013 cohort merchants have sold $4.6B+ on the Groupon marketplace

● We’ve placed over 80%3 of merchants on evergreen contracts globally

● Well positioned for full catalog growth

(1) Global Local & Travel Merchants including third party partnerships; must have at least one transaction each year to count(2) On average(3) as of January 2020

2013 2014 2015 2016 2017 2018

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Modernization•App relaunch

Merchant Tools•Self-service offer management

Inventory•3rd party inventory tools•Launch inventory density strategy in 3 top tier cities

Modernization•Personalization

Merchant Tools•Self-service offer management•Yield management tools

Inventory•3rd party inventory tools•Launch inventory density strategy in 3 top tier cities

Modernization•Advanced merchandising

Merchant Tools•Self-service offer management •Insights & recommendations

Inventory•3rd party inventory platform•Have inventory density strategy launched in 10+ cities

Modernization•Map-based search

Merchant Tools•Self-service offer creation •24/7 365 merchant support

Inventory•Booking tool expansion •Launch inventory density strategy in 2 top tier cities

Prioritizes strategic inventory growth, marketplace modernization & merchant success

Voucherless • Curation • Bookable • Search • Discovery • Personalization

Steady cadence of new features will improve the customer and merchant experience

Moving to best-in-class infrastructure on the cloud will power and accelerate innovation22

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2022 GoalIncrease

by 50%

While Groupon is a well-known brand, we are not top-of-mind

Aided Awareness88%

Top-of-Mind Awareness

23%

Consideration77%

Familiarity50%

Likelihood to Purchase32%

US Data as of January 202024

Aggressive mid-funnel focus to drive top-of-mind awareness

Global Brand RelaunchForce brand reconsideration

Build SEO/Social/ContentCapture “intent” at mid-funnel

Optimize Transactional EffortsNew traffic sources and move beyond “last click”

Drive Retention/Frequency by Unlocking Personalization “Right message, right person, right time”

UPPER

MID

LOWER

POST PURCHASE

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● Selected TBWA\Chiat\Day

● 12-week brand development/customer research process

● Brand position will support global vision for local experiences marketplace

○ Touching all communications platforms including UX, merchants, employees, customer service

● Full-funnel approach

○ Deploying advanced analytics and new tools to drive personalization

○ Spanning multiple channels, including social

● New campaign expected to launch in 2H 2020

New marketing strategy to leverage brand asset

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Meaningful opportunities to lower costs, improve speed and leverage

(1) The goal of approximating these direct goods costs is to help you size the cost structure of the Goods category and its impact to AEBITDA in 2019. We currently anticipate that when we exit the Goods category, its financial results will be presented as a discontinued operation, but these estimates are not intended to approximate discontinued operations financial information nor do they take into account any indirect costs.

Planned exit of Goods category will allow us to right-size our spend to support our go-forward business

Estimate we can take out ~$751 million of direct costs related to Goods exit

Pursuing additional $50+ million cost savings opportunity

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The International growth opportunity is large if we apply our global strategy

● International market is ~2x size of NA

● Many top 50 markets are in International

● Customer/Merchant penetration very low

● Since rationalizing our country footprint in 2017, we have been working to build inventory and accelerate product innovation

● Believe we have significant opportunity to take market share as we accelerate our timeline

$301M1

>$130M GP opportunity from closing NA:INTL conversion rate gap

(1) 2019 International Local & Travel Gross Profit

40%+

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2020 Milestones● Product: launch a new mobile app and expand

bookable offers;

● Units: grow North America Local units year-over-year in the second half of 2020;

● Inventory: execute density strategy in 10+ cities;

● Marketing: relaunch the brand and deploy a full-funnel marketing strategy; and

● SG&A: reset the cost base with the exit of Goods.

2020 Challenges ● Consulting and negotiating with

International Works Councils which could impact expected timing of planned Goods exit

● Minimizing the internal disruption caused by the planned Goods exit

● Keeping our cross-shopping customers engaged in the go-forward Groupon value proposition

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Annual Metrics 2022 Outlook

Unit Growth % High single-digits

Billings Growth % High single-digits

Revenue Growth % Mid single-digits

Adjusted EBITDA Margin1 High teens

(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a % of Revenue. Adjusted EBITDA (AEBITDA) is a non-GAAP financial measure. See the appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations.”

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(1) Take rate is defined as revenue as a % of billings(2) Adjusted EBITDA margin is defined as Adjusted EBITDA as a % of revenue

Metrics Target

Billings Low Double-Digits

Revenue Take Rate1 28% to 30%

Adjusted EBITDA Margin2 Mid 20% range

Free Cash Flow Conversion Rate 65%+

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Ending the year with 43.6M active customers

(1) Active customers represent unique user accounts that have made a purchase during the trailing twelve months either through one of our online marketplaces or directly with a merchant for which we earned a commission, excluding coupons and purchases made through third-party marketplaces

48.2

4Q18

47.2

1Q19

46.2

2Q19

45.3

3Q19

43.6

4Q19

Global Active Customers1 (millions)

$27.42

4Q18

$27.59

1Q19

$27.19

4Q19

$27.45

3Q19

$27.51

2Q19

Global TTM Gross Profit/Active Customer1

35

$210

1Q19

$199

2Q19

$192

3Q19

$207

4Q19

North America

Global gross profit of $310 million in Q4

4Q18

$248

$96

1Q19

$94

2Q19

$86

3Q19

$103

4Q19

International

4Q18

$118

$306

1Q19

$292

2Q19

$278

3Q19

$310

4Q19

Global

4Q18

$366

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$161

1Q19

$158

2Q19

$155

3Q19

$170

4Q19

NA Local Gross Profit

North America gross profit of $207 million in Q4

4Q18

$180

NA Goods Gross Profit

$210

1Q19

$199

2Q19

$192

3Q19

$207

4Q194Q18

$248

NA Gross Profit

$33

1Q19

$28

2Q19

$26

3Q19

$31

4Q194Q18

$56

37

$69

1Q19

$66

2Q19

$61

3Q19

$74

4Q19

International Local Gross Profit

4Q18

$80

International Goods Gross Profit

$96

1Q19

$94

2Q19

$86

3Q19

$103

4Q194Q18

$118

International Gross Profit

$19

1Q19

$20

2Q19

$17

3Q19

$20

4Q194Q18

$28

International gross profit of $103 million in Q4

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(1) Includes Order Discounts of $53 million in North America and $20 million in International

Marketing (including order discounts) decreased $4 million in Q4

Marketing Expense Order Discounts

Marketing ROI = = 100%Incremental Gross Profit

Incremental Marketing Spend

Time to Payback — 12 to 18 months

Marketing + Order Discounts (USD Millions)

$159

4Q18

$145

1Q19

$146

2Q19

$136

3Q19

$155

4Q19

$49$52 $57

$61$731

$110$93

$89$75 $82

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2022 Goal: ~70% global inventory is bookable

● International bookable inventory grew over 25% in 2019

● International Dining vertical is 65%1 bookable; other verticals are beginning to scale

● Groupon booking tool launched in North America in Q4 2019

(1) as of December 31, 201941

Local, travel, and cross-shoppers only; excludes goods-only purchasers

Represents customers who make at least one purchase in each subsequent year of activation; includes customers who bought at least one local or travel deal in a given year

● Customer cohorts have degraded since 2011 early adopters

● Monetization of local customers has increased, in-line with our focus on quality vs. quantity

● Increasing customer LTV helping to offset lower retention rate

● Current initiatives aimed squarely at driving engagement and frequency

2011 2012 2013 2014

2015 2016 2017 2018

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Cumulative local spend1 by customer cohort

(1) Represents total value a customer has spent on our platform before refunds

Q1 2018

Q2 2018

Q3 2018

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Quarters since activation

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We estimate there are 80+ Grouponable moments per year

● 4x+ per year customer base has been stable since 2013

● ~70% retention rate for 4x+ per year customers in 2019

● ~40% retention rate for 2-3x per year customers in 2019

>20% of customers purchase 4x+ / year

~30% of customers purchase 2-3x / year

Driving purchase frequency from 2-3x to

4x per year is >$200M GP opportunity

4+ Purchases 2-3 Purchases 1 Purchase

Customer data on this slide is global trailing twelve month active customers; includes local, travel, and goods purchasers44

● Traffic headwinds of over $100M in 2019, largely driven by declines in email traffic

● Focused on decreasing our dependence on email and leveraging our direct traffic

● ~48% of traffic comes to us direct; ~65% of traffic comes to us from free channels other than email

● Driving paid traffic growth with greater efficiency

Traffic is defined as global daily unique visitors

Paid Other Managed SEO Email Direct

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● >80% of traffic on mobile1

● Mobile web traffic converts at 50%1 of mobile app; mobile app at ~75%1 of desktop and has been taking share from desktop

● UX improvements aimed at driving conversion rate expansion

(1) as of December 31, 2019

Desktop Mobile Web App46

● Winning in local experiences will ignite the marketplace flywheel and drive sustainable growth and upside

● Plan to exit Goods will allow us to focus execution on our local experiences marketplace

● Our strategy includes

○ Inventory: Build high-quality density in core cities and bring on merchants’ full catalogs

○ Modernization: Deliver a modern mobile experience for customers and new tools to help merchants grow their businesses

○ Brand: Relaunch the Groupon brand and marketing strategy to move from deal-centric to a local experiences marketplace

○ Cost: Reduce our costs and right-size our spend to support our go-forward business

● More transparent disclosure will allow investors to measure our progress

● Focused on top- and bottom-line growth while returning capital to shareholders

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Adjusted EBITDA - Quarterly

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Free Cash Flow

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