EX-99.1 2 exhibit991-q42016.htm EXHIBIT 99.1 Exhibit



Exhibit 99.1

Groupon Announces Fourth Quarter and Fiscal Year 2016 Results

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


Fourth quarter revenue of $934.9 million, $3.1 billion for the full year
Fourth quarter gross billings of $1.7 billion, $6.1 billion for the full year
Fourth quarter net loss of $50.2 million, $183.3 million for the full year
Fourth quarter Adjusted EBITDA of $80.6 million, $178.1 million for the full year
Fourth quarter loss per share of $0.09; non-GAAP earnings per share of $0.07
Operating cash flow of $117.1 million for the full year; free cash flow of $48.2 million for the full year
Added 5.2 million net new customers in North America, bringing North America active customers to 31.1 million; global active customers reached 52.7 million
2017 gross profit guidance of $1.30 billion to $1.35 billion, an increase of $40 to $90 million compared to 2016 results for the countries in our go-forward footprint on an FX-neutral basis
2017 Adjusted EBITDA guidance of $200 million to $240 million, an increase of $16 to $56 million compared to 2016 results for our go-forward footprint on an FX-neutral basis
 
CHICAGO - (BUSINESS WIRE) - February 15, 2017 - Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter and fiscal year ended December 31, 2016.

"In 2016, our concentrated focus on key strategic initiatives provided a strong foundation for Groupon going forward and resulted in a streamlined global operation, a healthier Goods business, improved customer service and strong customer acquisitions after a successful online and offline marketing strategy," said CEO Rich Williams. "We look forward to continuing to invest in the Groupon brand and unlocking the true potential of our business as we make Groupon the daily habit in local commerce."
 
Groupon’s fourth quarter and full year 2016 consolidated financial results include the results of LivingSocial’s operations for the partial period from the acquisition date of October 31, 2016 to December 31, 2016.

Fourth Quarter 2016 Summary

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






Revenue was $934.9 million in the fourth quarter 2016, compared with $917.2 million in the fourth quarter 2015. Revenue increased 2% globally, or 4% on a same-country, FX-neutral basis. North America revenue increased 5%, EMEA declined 2% (increased 1% FX-neutral) and Rest of World declined 12% (8% FX-neutral).

Gross profit was $369.9 million in the fourth quarter 2016, compared with $371.7 million in the fourth quarter 2015. North America gross profit increased 14%, EMEA declined 25% and Rest of World declined 10%.

Net loss from continuing operations was $50.2 million in the fourth quarter 2016, compared with $32.6 million in the fourth quarter 2015. Net loss attributable to common stockholders was $52.6 million, or $0.09 per share. Net loss was negatively impacted by non-operating losses of $40.8 million in the fourth quarter 2016 from declines in the fair value of investments, primarily attributable to Ticket Monster.

Non-GAAP net income attributable to common stockholders was $42.5 million, or $0.07 per share.

Adjusted EBITDA, a non-GAAP performance measure, was $80.6 million in the fourth quarter 2016, compared with $67.0 million in the fourth quarter 2015, reflecting execution of our streamlining initiatives.

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

Operating cash flow was $288.7 million in the fourth quarter 2016. Free cash flow, a non-GAAP financial measure, was $269.0 million in the fourth quarter 2016.

Cash and cash equivalents as of December 31, 2016 were $891.8 million, and we had no outstanding borrowings under our $250.0 million revolving credit facility.

Full Year 2016 Summary

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

Revenue was $3.14 billion in 2016, compared with $3.12 billion in 2015. Revenue grew 1% globally, or 4% on a same-country, FX-neutral basis. North America revenue increased 5%, EMEA declined 5% (3% FX-neutral) and Rest of World declined 19% (11% FX-neutral).
 





Gross profit was $1.36 billion in 2016, compared with $1.39 billion in 2015. North America gross profit increased 10%, EMEA declined 19% and Rest of World declined 21%.

Net loss from continuing operations was $183.3 million in 2016, compared with $89.2 million in 2015. Net loss attributable to common stockholders was $194.6 million, or $0.34 per share. Net loss was negatively impacted by non-operating losses of $48.1 million in the full year from declines in the fair value of investments, primarily attributable to Ticket Monster.

Non-GAAP net income attributable to common stockholders was $23.0 million, or $0.04 per share.

Adjusted EBITDA was $178.1 million in 2016, compared with $256.8 million in 2015 and ahead of our guidance range of $150 million to $165 million, reflecting our increased marketing investments in customer acquisition.

Global units sold declined 3% year-over-year to 214.3 million in 2016. Units in North America increased 5%, EMEA declined 4%, and Rest of World declined 29%.

Operating cash flow for 2016 was $117.1 million. Free cash flow, a non-GAAP financial measure, was $48.2 million in 2016, which reflects the adverse cash flow impact of restructuring charges, country exits, and the funding of our securities litigation settlement.

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

Fourth Quarter and Full Year 2016 Highlights

North America Local Billings grew 11% year-over-year in the fourth quarter 2016. North America Local Billings growth accelerated throughout 2016 reaching 11% year-over-year growth in the fourth quarter 2016. LivingSocial contributed 4 percentage points to fourth quarter 2016 year-over-year growth.

North America customer additions accelerated to 2.0 million in the fourth quarter 2016. North America active customers reached 31.1 million as of December 31, 2016, adding 5.2 million for 2016, which marks the highest acquisition in four years. Fourth quarter net additions were 2.0 million, with 1.0 million unique customers added from LivingSocial. Active customers represent unique user accounts that have made a purchase through one of our online marketplaces during the trailing twelve months.

North America gross profit increased $31.5 million year-over-year in the fourth quarter 2016. North America gross profit growth accelerated to 14% year-over-year in the fourth quarter 2016 driven by 16% growth in Local and 14% growth in Shopping. For 2016, North America gross profit increased $84.0 million to $885.5 million.






SG&A declined $33.5 million year-over-year in the fourth quarter 2016, on solid execution of operational streamlining initiatives. SG&A in all markets declined year-over-year in the fourth quarter 2016 as we continue to drive operational efficiency through regional shared service centers and automated processes, which we expect to not only improve our customer service but also create greater operating leverage over time. SG&A declined $126.6 million year-over-year in 2016, or $89.1 million excluding the impact of a litigation reserve recorded in 2015.

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

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

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

Groupon also expects Adjusted EBITDA to be in the range of $200 million and $240 million, an increase of $16 to $56 million compared to full year 2016 results for the 15 countries in our go-forward footprint on an FX-neutral basis.

Conference Call
A conference call will be webcast live today at 9:00 a.m. CST / 10:00 a.m. EST and will be available on Groupon’s investor relations website at http://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

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





www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Non-GAAP Financial Measures
In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss) attributable to common stockholders, non-GAAP earnings (loss) per share, free cash flow and foreign currency exchange rate neutral operating results. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial Information and Business Metrics" included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.
 
Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.
 
Interest and Other Non-Operating Items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.





 
Special Charges and Credits. For the years ended December 31, 2016 and 2015, special charges and credits included gains from business dispositions and charges related to our restructuring plan. For the year ended December 31, 2015, special charges and credits also included the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and the expense related to a significant increase in the contingent liability for our securities litigation matter. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.
 
Income Tax Effect of Items Excluded from Non-GAAP Financial Measures. We determine the income tax effect of items excluded from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share by performing a tax provision calculation using pre-tax income (loss) amounts that have been adjusted to exclude those items in the respective jurisdictions to which they relate. The difference between the income tax expense (benefit) determined on that basis and our reported income tax expense (benefit) represents the income tax effect of the excluded items.
 
Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:
 
Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior-year period. We present foreign exchange rate neutral information to facilitate comparisons to our historical operating results.
 
Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net, and other special charges and credits. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating performance in the same manner as our management and Board of Directors.
Non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share are non-GAAP performance measures that adjust our net income (loss) attributable to common stockholders and earnings (loss) per share to exclude the impact of:
stock-based compensation,
amortization of acquired intangible assets,
acquisition-related expense (benefit), net,
restructuring charges,





gains on business dispositions,
non-cash interest expense on convertible senior notes,
special charges and credits,
non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions or country exits,
non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,
income (loss) from discontinued operations, and
the income tax effect of those items.
 
We believe that excluding the above items from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.
Free cash flow is a non-GAAP financial measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal-use, and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in Groupon's cash balance for the applicable period.

Same country operating results are non-GAAP performance measures that reflect the results of the countries in which we maintained continuous business operations throughout the comparative periods presented. We use same country operating results, including same country operating results presented on a foreign exchange rate neutral basis, to better understand the performance of our ongoing business operations and to facilitate comparisons to our historical operating results.
 
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The words "may," will," should," "could," "expect," anticipate," "believe," "estimate," intend," "continue" and other similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments; effectively dealing with challenges arising from our international operations, including fluctuations





in currency exchange rates and any potential adverse impact from the United Kingdom’s likely exit from the European Union; retaining existing customers and adding new customers; retaining and adding high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; product liability claims; managing inventory and order fulfillment risks; integrating our technology platforms; litigation; managing refund risks; retaining, attracting and integrating members of our executive team; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; classification of our independent contractors; maintaining our information technology infrastructure; protecting our intellectual property; maintaining a strong brand; seasonality; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue; our senior convertible notes; and our ability to realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended December 31, 2016, and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site at http://investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.
 
You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of February 15, 2017. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.
 
About Groupon
Groupon (NASDAQ: GRPN) is building the daily habit in local commerce, offering a vast mobile and online marketplace where people discover and save on amazing things to do, eat, see and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events, shoppers can find the best a city has to offer.
 





Groupon is redefining how small businesses attract and retain customers by providing them with customizable and scalable marketing tools and services to profitably grow their businesses.
 
To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.
 
Contacts:
Investor Relations                 Public Relations
Deb Schwartz                        Bill Roberts
312-999-3098                        312-459-5191
ir@groupon.com






Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)

The financial results of Ticket Monster are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year ended December 31, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
 
 
Three Months Ended 
 December 31,
 
Y/Y % Growth
 
FX Effect (2)
 
Y/Y % Growth excluding 
FX (2)
 
Year Ended 
 December 31,
 
Y/Y % Growth
 
FX Effect (2)
 
Y/Y % Growth excluding 
FX (2)
 
 
2016
 
2015
 
 
 
 
2016
 
2015
 
 
 
Gross Billings (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
$
1,112,131

 
$
1,050,361

 
5.9

%
 
$
25

 
5.9

%
 
$
3,936,421

 
$
3,709,797

 
6.1

%
 
$
(1,060
)
 
6.1

%
EMEA
 
443,910

 
487,147

 
(8.9
)
 
 
(17,556
)
 
(5.3
)
 
 
1,588,438

 
1,794,354

 
(11.5
)
 
 
(38,151
)
 
(9.3
)
 
Rest of World
 
143,416

 
169,484

 
(15.4
)
 
 
(1,083
)
 
(14.7
)
 
 
571,645

 
751,389

 
(23.9
)
 
 
(36,711
)
 
(19.0
)
 
Consolidated gross billings
 
$
1,699,457

 
$
1,706,992

 
(0.4
)
%
 
$
(18,614
)
 
0.6

%
 
$
6,096,504

 
$
6,255,540

 
(2.5
)
%
 
$
(75,922
)
 
(1.3
)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
$
650,753

 
$
622,647

 
4.5

%
 
$
10

 
4.5

%
 
$
2,151,769

 
$
2,047,742

 
5.1

%
 
$
(250
)
 
5.1

%
EMEA
 
243,348

 
248,326

 
(2.0
)
 
 
(6,742
)
 
0.7

 
 
827,196

 
867,880

 
(4.7
)
 
 
(14,368
)
 
(3.0
)
 
Rest of World
 
40,784

 
46,197

 
(11.7
)
 
 
(1,814
)
 
(7.8
)
 
 
164,389

 
203,894

 
(19.4
)
 
 
(16,389
)
 
(11.3
)
 
Consolidated revenue
 
$
934,885

 
$
917,170

 
1.9

%
 
$
(8,546
)
 
2.9

%
 
$
3,143,354

 
$
3,119,516

 
0.8

%
 
$
(31,007
)
 
1.8

%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
7,424

 
$
(5,423
)
 
(236.9
)
%
 
$
(145
)
 
(239.6
)
%
 
$
(109,763
)
 
$
(79,777
)
 
(37.6
)
%
 
$
(1,150
)
 
(36.1
)
%
Income (loss) from continuing operations
 
(50,204
)
 
(32,552
)
 
 
 
 
 
 
 
 
 
(183,323
)
 
(89,171
)
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations, net of tax (3)
 

 
(10,613
)
 
 
 
 
 
 
 
 
 

 
122,850

 
 
 
 
 
 
 
 
Net income (loss) attributable to Groupon, Inc.
 
$
(52,588
)
 
$
(46,528
)
 
 
 
 
 
 
 
 
 
$
(194,587
)
 
$
20,668

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per share (4):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.09
)
 
$
(0.06
)
 
 
 
 
 
 
 
 
 
$
(0.34
)
 
$
(0.16
)
 
 
 
 
 
 
 
 
Discontinued operations
 

 
(0.02
)
 
 
 
 
 
 
 
 
 

 
0.19

 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per share
 
$
(0.09
)
 
$
(0.08
)
 
 
 
 
 
 
 
 
 
$
(0.34
)
 
$
0.03

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
570,546,159

 
607,517,010

 
 
 
 
 
 
 
 
 
576,354,258

 
650,106,225

 
 
 
 
 
 
 
 
Diluted
 
570,546,159

 
607,517,010

 
 
 
 
 
 
 
 
 
576,354,258

 
650,106,225

 
 
 
 
 
 
 
 

(1)
Represents the total dollar value of customer purchases of goods and services.
(2)
Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2015.
(3)
The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States.
(4)
The structure of the Company's common stock changed during the year ended December 31, 2016. For additional information, refer to Note 11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.





Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Operating activities
 
 
 
 
 
 
 
Net income (loss)
$
(50,204
)
 
$
(43,165
)
 
$
(183,323
)
 
$
33,679

Less: Income (loss) from discontinued operations, net of tax

 
(10,613
)
 

 
122,850

Income (loss) from continuing operations
(50,204
)
 
(32,552
)
 
(183,323
)
 
(89,171
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization of property, equipment and software
30,023

 
28,807

 
118,720

 
113,048

Amortization of acquired intangible assets
5,305

 
4,956

 
18,948

 
19,922

Stock-based compensation
23,402

 
32,865

 
118,152

 
142,069

Restructuring-related long-lived asset impairments
376

 
6,922

 
421

 
7,267

Gains on business dispositions
(312
)
 

 
(11,711
)
 
(13,710
)
Deferred income taxes
(4,185
)
 
6,267

 
(10,621
)
 
(8,985
)
(Gain) loss, net from changes in fair value of contingent consideration
(38
)
 
508

 
4,092

 
240

(Gain) loss from changes in fair value of investments
40,840

 
829

 
48,141

 
2,943

Amortization of debt discount on convertible senior notes
2,522

 

 
7,376

 

Change in assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
Restricted cash
(995
)
 
75

 
(1,327
)
 
4,630

Accounts receivable
(10,970
)
 
6,960

 
(14,563
)
 
13,313

Prepaid expenses and other current assets
30,070

 
61,358

 
40,808

 
21,545

Accounts payable
7,540

 
9,545

 
3,214

 
8,601

Accrued merchant and supplier payables
190,261

 
142,069

 
18,445

 
40,217

Accrued expenses and other current liabilities
13,407

 
(1,174
)
 
(34,512
)
 
56,040

Other, net
11,620

 
(16,980
)
 
(5,155
)
 
(18,222
)
Net cash provided by (used in) operating activities from continuing operations
288,662

 
250,455

 
117,105

 
299,747

Net cash provided by (used in) operating activities from discontinued operations

 
(670
)
 

 
(37,248
)
Net cash provided by (used in) operating activities
288,662

 
249,785

 
117,105

 
262,499

 
 
 
 
 
 
 
 
Net cash provided by (used in) investing activities from continuing operations
(5,767
)
 
(31,238
)
 
(57,486
)
 
(177,250
)
Net cash provided by (used in) investing activities from discontinued operations

 

 

 
244,470

Net cash provided by (used in) investing activities
(5,767
)
 
(31,238
)
 
(57,486
)
 
67,220

 
 
 
 
 
 
 
 
Net cash provided by (used in) financing activities
(67,533
)
 
(323,597
)
 
(14,665
)
 
(515,785
)
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale
(13,263
)
 
(5,147
)
 
(6,470
)
 
(32,485
)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale
202,099

 
(110,197
)
 
38,484

 
(218,551
)
Less: Net increase (decrease) in cash classified within current assets held for sale

 

 

 
(55,279
)
Net increase (decrease) in cash and cash equivalents
202,099

 
(110,197
)
 
38,484

 
(163,272
)
Cash and cash equivalents, beginning of period
689,747

 
963,559

 
853,362

 
1,016,634

Cash and cash equivalents, end of period
$
891,846

 
$
853,362

 
$
891,846

 
$
853,362


(1)
The Company adopted the guidance in Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, on January 1, 2016. ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in an increase to net cash provided by (used in) operating activities and net cash used in financing activities of $1.4 million for the three months ended December 31, 2015, and increases to net cash provided by (used in) operating activities and net cash used in financing activities of $7.6 million for the year ended December 31, 2015.





Groupon, Inc.
Condensed Consolidated Statements of Operations 
(in thousands, except share and per share amounts)
(unaudited)

 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Revenue:
 
 
 
 
 
 
 
 
Third party and other
 
$
341,013

 
$
345,260

 
$
1,303,546

 
$
1,372,533

Direct
 
593,872

 
571,910

 
1,839,808

 
1,746,983

Total revenue
 
934,885

 
917,170

 
3,143,354

 
3,119,516

Cost of revenue:
 
 
 
 
 
 
 
 
Third party and other
 
40,728

 
43,640

 
171,728

 
188,932

Direct
 
524,287

 
501,790

 
1,614,723

 
1,545,519

Total cost of revenue
 
565,015

 
545,430

 
1,786,451

 
1,734,451

Gross profit
 
369,870

 
371,740

 
1,356,903

 
1,385,065

Operating expenses:
 
 
 
 
 
 
 
 
Marketing
 
93,335

 
83,208

 
362,951

 
254,335

Selling, general and administrative
 
254,458

 
287,976

 
1,066,168

 
1,192,792

Restructuring charges
 
13,620

 
5,422

 
43,608

 
29,568

Gains on business dispositions
 
(312
)
 

 
(11,711
)
 
(13,710
)
Acquisition-related expense (benefit), net
 
1,345

 
557

 
5,650

 
1,857

  Total operating expenses
 
362,446

 
377,163

 
1,466,666

 
1,464,842

Income (loss) from operations
 
7,424

 
(5,423
)
 
(109,763
)
 
(79,777
)
Other income (expense), net
 
(61,804
)
 
(3,393
)
 
(76,107
)
 
(28,539
)
Income (loss) from continuing operations before provision (benefit) for income taxes
 
(54,380
)
 
(8,816
)
 
(185,870
)
 
(108,316
)
Provision (benefit) for income taxes
 
(4,176
)
 
23,736

 
(2,547
)
 
(19,145
)
Income (loss) from continuing operations
 
(50,204
)
 
(32,552
)
 
(183,323
)
 
(89,171
)
Income (loss) from discontinued operations, net of tax
 

 
(10,613
)
 

 
122,850

Net income (loss)
 
(50,204
)
 
(43,165
)
 
(183,323
)
 
33,679

Net income attributable to noncontrolling interests
 
(2,384
)
 
(3,363
)
 
(11,264
)
 
(13,011
)
Net income (loss) attributable to Groupon, Inc.
 
$
(52,588
)
 
$
(46,528
)
 
$
(194,587
)
 
$
20,668

 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per share (1):
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.09
)
 
$
(0.06
)
 
$
(0.34
)
 
$
(0.16
)
Discontinued operations
 

 
(0.02
)
 

 
0.19

Basic and diluted net income (loss) per share
 
$
(0.09
)
 
$
(0.08
)
 
$
(0.34
)
 
$
0.03

 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding (1)
 
 
 
 
 
 
 
 
Basic
 
570,546,159

 
607,517,010

 
576,354,258

 
650,106,225

Diluted
 
570,546,159

 
607,517,010

 
576,354,258

 
650,106,225


(1)
The structure of the Company's common stock changed during the year ended December 31, 2016. For additional information, refer to Note 11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.






Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

 
 
December 31, 2016
 
December 31, 2015
 
 
(unaudited)
 
 
Assets
 
 
 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
891,846

 
$
853,362

Accounts receivable, net
 
86,655

 
68,175

Prepaid expenses and other current assets
 
113,435

 
153,705

Total current assets
 
1,091,936

 
1,075,242

Property, equipment and software, net
 
171,006

 
198,897

Goodwill
 
283,962

 
287,332

Intangible assets, net
 
42,915

 
36,483

Investments (including $110,066 and $163,675 at December 31, 2016 and December 31, 2015, respectively, at fair value)
 
141,882

 
178,236

Deferred income taxes
 
5,231

 
3,454

Other non-current assets
 
24,445

 
16,620

Total Assets
 
$
1,761,377

 
$
1,796,264

Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
29,273

 
$
24,590

Accrued merchant and supplier payables
 
800,697

 
776,211

Accrued expenses and other current liabilities
 
383,081

 
402,724

Total current liabilities
 
1,213,051

 
1,203,525

Convertible senior notes, net
 
178,995

 

Deferred income taxes
 
4,215

 
8,612

Other non-current liabilities
 
100,054

 
113,540

Total Liabilities
 
1,496,315

 
1,325,677

Commitments and contingencies
 
 
 
 
Stockholders' Equity
 
 
 
 
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015
 

 
72

Class B common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015
 

 

Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, 736,531,771 shares issued and 564,835,863 shares outstanding at December 31, 2016 and no shares issued or outstanding at December 31, 2015
 
74

 

Additional paid-in capital
 
2,112,728

 
1,964,453

Treasury stock, at cost, 171,695,908 shares at December 31, 2016 and 128,468,165 shares at December 31, 2015
 
(807,424
)
 
(645,041
)
Accumulated deficit
 
(1,099,010
)
 
(901,292
)
Accumulated other comprehensive income (loss)
 
58,052

 
51,206

Total Groupon, Inc. Stockholders' Equity
 
264,420

 
469,398

Noncontrolling interests
 
642

 
1,189

Total Equity
 
265,062

 
470,587

Total Liabilities and Equity
 
$
1,761,377

 
$
1,796,264







Groupon, Inc.
Segment Information
(in thousands)
(unaudited)
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
 
 
2016
 
2015
 
2016
 
2015
 
North America
 
 
 
 
 
 

 
 
 
Gross billings (1)
 
$
1,112,131

 
$
1,050,361

 
$
3,936,421

 
$
3,709,797

 
Revenue
 
$
650,753

 
$
622,647

 
$
2,151,769

 
$
2,047,742

 
Segment cost of revenue and operating expenses (2)(3)(4)
 
616,103

 
625,171

 
2,126,834

 
2,029,643

 
Segment operating income (loss) (2) (3) (4)
 
$
34,650

 
$
(2,524
)
 
$
24,935

 
$
18,099

 
Segment operating income (loss) as a percent of segment gross billings
 
3.1

%
(0.2
)
%
0.6

%
0.5

%
Segment operating income (loss) as a percent of segment revenue
 
5.3

%
(0.4
)
%
1.2

%
0.9

%
 
 
 
 
 
 
 
 
 
 
EMEA
 
 
 
 
 
 
 
 
 
Gross billings (1)
 
$
443,910

 
$
487,147

 
$
1,588,438

 
$
1,794,354

 
Revenue
 
$
243,348

 
$
248,326

 
$
827,196

 
$
867,880

 
Segment cost of revenue and operating expenses (2)(4)(5)
 
242,883

 
211,443

 
813,177

 
797,786

 
Segment operating income (loss) (2) (4) (5)
 
$
465

 
$
36,883

 
$
14,019

 
$
70,094

 
Segment operating income (loss) as a percent of segment gross billings
 
0.1

%
7.6

%
0.9

%
3.9

%
Segment operating income (loss) as a percent of segment revenue
 
0.2

%
14.9

%
1.7

%
8.1

%
 
 
 
 
 
 
 
 
 
 
Rest of World
 
 
 
 
 
 
 
 
 
Gross billings (1)
 
$
143,416

 
$
169,484

 
$
571,645

 
$
751,389

 
Revenue
 
$
40,784

 
$
46,197

 
$
164,389

 
$
203,894

 
Segment cost of revenue and operating expenses (2)(4)
 
43,888

 
52,731

 
190,135

 
228,273

 
Segment operating income (loss) (2) (4)
 
$
(3,104
)
 
$
(6,534
)
 
$
(25,746
)
 
$
(24,379
)
 
Segment operating income (loss) as a percent of segment gross billings
 
(2.2
)
%
(3.9
)
%
(4.5
)
%
(3.2
)
%
Segment operating income (loss) as a percent of segment revenue
 
(7.6
)
%
(14.1
)
%
(15.7
)
%
(12.0
)
%
 
(1)
Represents the total dollar value of customer purchases of goods and services.
(2)
Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.
(3)
Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter.
(4)
Segment cost of revenue and operating expenses for the three months ended December 31, 2016 includes restructuring charges of $2.7 million in North America, $9.2 million in EMEA and $1.7 million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). Segment cost of revenue and operating expenses for the three months ended December 31, 2015 includes restructuring charges (credits) of $9.1 million in North America, $(3.6) million in EMEA and $(0.1) million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million in North America, $16.1 million in EMEA and $3.0 million in Rest of World.
(5)
Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.





Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited) 

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP performance measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP performance measure, "Net income (loss) from continuing operations" for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP performance measure, "Diluted net income (loss) per share," for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, "Income (loss) from continuing operations."
    
 
 
Q4 2014
 
Q1 2015
 
Q2 2015
 
Q3 2015
 
Q4 2015
 
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
Income (loss) from continuing operations
 
$
26,566

 
$
(16,739
)
 
$
(15,267
)
 
$
(24,613
)
 
$
(32,552
)
 
$
(45,596
)
 
$
(51,731
)
 
$
(35,792
)
 
$
(50,204
)
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Stock-based compensation (1)
 
29,961

 
35,144

 
38,467

 
35,432

 
32,691

 
27,976

 
35,244

 
26,176

 
23,242

  Depreciation and amortization
 
30,122

 
32,200

 
31,372

 
35,635

 
33,763

 
34,797

 
34,290

 
33,253

 
35,328

  Acquisition-related expense (benefit), net
 
(809
)
 
(269
)
 
505

 
1,064

 
557

 
3,464

 
850

 
(9
)
 
1,345

  Restructuring charges
 

 

 

 
24,146

 
5,422

 
12,444

 
16,085

 
1,459

 
13,620

  Gains on business dispositions
 

 

 

 
(13,710
)
 

 

 
(9,339
)
 
(2,060
)
 
(312
)
  Prepaid marketing write-off
 

 

 

 
6,690

 

 

 

 

 

  Securities litigation expense
 

 

 

 
37,500

 

 

 

 

 

  Non-operating expense (income), net
 
11,531

 
19,927

 
(2,941
)
 
8,160

 
3,393

 
(3,486
)
 
10,761

 
7,028

 
61,804

  Provision (benefit) for income taxes
 
(4,457
)
 
2,107

 
8,982

 
(53,970
)
 
23,736

 
1,749

 
(2,199
)
 
2,079

 
(4,176
)
Total adjustments
 
66,348

 
89,109

 
76,385

 
80,947

 
99,562

 
76,944

 
85,692

 
67,926

 
130,851

Adjusted EBITDA
 
$
92,914

 
$
72,370

 
$
61,118

 
$
56,334

 
$
67,010

 
$
31,348

 
$
33,961

 
$
32,134

 
$
80,647


(1)
Represents stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million, $0.2 million, $0.2 million, $0.2 million, $0.3 million and $0.1 million of additional stock-based compensation for the three months ended June 30, 2015, September 30, 2015, December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, respectively. Restructuring charges includes $2.6 million and $2.1 million of additional stock-based compensation for the three months ended March 31, 2016 and June 30, 2016, respectively.
    
The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Income (loss) from continuing operations" for the years ended December 31, 2016 and 2015:
 
 
Year Ended December 31,
 
 
2016
 
2015
Income (loss) from continuing operations
 
$
(183,323
)
 
$
(89,171
)
Adjustments:
 
 
 
 
  Stock-based compensation (1)
 
112,638

 
141,734

  Depreciation and amortization
 
137,668

 
132,970

  Acquisition-related expense (benefit), net
 
5,650

 
1,857

  Restructuring charges
 
43,608

 
29,568

  Gains on business dispositions
 
(11,711
)
 
(13,710
)
  Prepaid marketing write-off
 

 
6,690

  Securities litigation expense
 

 
37,500

  Non-operating expense (income), net
 
76,107

 
28,539

  Provision (benefit) for income taxes
 
(2,547
)
 
(19,145
)
Total adjustments
 
361,413

 
346,003

Adjusted EBITDA
 
$
178,090

 
$
256,832


(1)
Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Restructuring charges and non-operating expense (income), net, include $4.7 million and $0.8 million of additional stock-based compensation for





the year ended December 31, 2016. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months and year ended December 31, 2016:
    
 
 
Three Months Ended 
 December 31, 2016
 
Year Ended 
 December 31, 2016
Net income (loss) attributable to common stockholders
$
(52,588
)
 
$
(194,587
)
Stock-based compensation (1)
23,402

 
113,469

Amortization of acquired intangible assets
5,305

 
18,948

Acquisition-related expense (benefit), net
1,345

 
5,650

Restructuring charges
13,620

 
43,608

Gains on business dispositions
(312
)
 
(11,711
)
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings (2)
16,292

 
7,915

Losses (gains), net from changes in fair value of investments
40,840

 
48,141

Non-cash interest expense on convertible senior notes
2,522

 
7,376

Income tax effect of above adjustments
(7,952
)
 
(15,801
)
Non-GAAP net income (loss) attributable to common stockholders
$
42,474

 
$
23,008

 
 
 
 
Weighted-average shares of common stock - basic
570,546,159

 
576,354,258

Effect of dilutive securities
54,543,720

 
36,458,342

Weighted-average shares of common stock - diluted
625,089,879

 
612,812,600

 
 
 
 
Diluted net income (loss) per share
$
(0.09
)
 
$
(0.34
)
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), special charges and credits, income (loss) from discontinued operations and related tax effects
0.16

 
0.38

Non-GAAP net income (loss) per share
$
0.07

 
$
0.04


(1)
Excludes $4.7 million of stock-based compensation classified within restructuring charges for the year ended December 31, 2016, respectively.
(2)
Foreign currency gains (losses), net for the three months and year ended December 31, 2016 includes $6.0 million and $5.7 million, respectively, of net cumulative translation losses that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.
    
The following is a reconciliation of the Company's annual outlook for Adjusted EBITDA to the Company's outlook for the most comparable U.S. GAAP performance measure, "Income (loss) from continuing operations." In October 2016, the Company completed a strategic review of our international markets and decided to focus its business on 15 core countries and to pursue strategic alternatives for the remaining 11 countries. Based on the Company’s review of quantitative and qualitative factors, it believes that the disposition of those 11 countries represents a strategic shift that will likely have a major effect on its operations and financial results. As such, the Company anticipates that when either the businesses have been disposed of in those 11 countries or have met the criteria for held-for-sale classification, their financial results, including any gains or losses on disposition, will be presented as discontinued operations in the Company’s consolidated statements of operations. As such, this forward-looking guidance for the year ending December 31, 2017 has been provided on a continuing operations basis.
 
Year Ending December 31, 2017
Expected income (loss) from continuing operations range
$(42,500) to $(17,500)

Expected adjustments:
 
  Stock-based compensation
90,000 to 100,000

  Depreciation and amortization
125,000

  Non-operating expense (income), net
20,000

  Provision (benefit) for income taxes
7,500 to 12,500

Total expected adjustments
$242,500 to $257,500

Expected Adjusted EBITDA range
$200,000 to $240,000







The outlook provided above does not reflect the potential impact of any additional restructuring actions that the Company may decide to pursue, business acquisitions or dispositions, changes in the fair values of investments or contingent consideration, foreign currency gains or losses or unusual or infrequently occurring items that may occur during 2017.

Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, "Gross billings," "Revenue" and "Income (loss) from continuing operations," respectively, for the periods presented. The Company reconciles "foreign exchange rate neutral Gross billings growth" and "foreign exchange rate neutral Revenue growth" to year-over-year growth rates for the most comparable U.S. GAAP financial measures, "Gross billings growth" and "Revenue growth," respectively, for the periods presented.
The effect on the Company's gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows: 
 
 
Three Months Ended December 31, 2016
 
Three Months Ended December 31, 2016
 
 
At Avg. Q4 2015
Rates
(1)
 
Exchange Rate
Effect
(2)
 
As
Reported
 
At Avg. Q3 2016
Rates
(3)
 
Exchange Rate
Effect
(2)
 
As
Reported
Gross billings
 
$
1,718,071

 
$
(18,614
)
 
$
1,699,457

 
$
1,719,411

 
$
(19,954
)
 
$
1,699,457

Revenue
 
943,431

 
(8,546
)
 
934,885

 
944,772

 
(9,887
)
 
934,885

Income (loss) from operations
 
$
7,569

 
$
(145
)
 
$
7,424

 
$
6,974

 
$
450

 
$
7,424


The effect on the Company's gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the year ended December 31, 2016 was as follows: 
 
 
Year Ended December 31, 2016
 
Year Ended December 31, 2016
 
 
At Avg. Q4 2015 YTD
Rates
(1)
 
Exchange Rate
Effect
(2)
 
As
Reported
 
At Avg. Q4'15-Q3'16
Rates
(3)
 
Exchange Rate
Effect
(2)
 
As
Reported
Gross billings
 
$
6,172,426

 
$
(75,922
)
 
$
6,096,504

 
$
6,114,028

 
$
(17,524
)
 
$
6,096,504

Revenue
 
3,174,361

 
(31,007
)
 
3,143,354

 
3,152,794

 
(9,440
)
 
3,143,354

Income (loss) from operations
 
$
(108,613
)
 
$
(1,150
)
 
$
(109,763
)
 
$
(108,319
)
 
$
(1,444
)
 
$
(109,763
)

(1)
Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2015.
(2)
Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.
(3)
Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and twelve months ended September 30, 2016.






The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.

    
 
 
Q4 2015
 
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
EMEA Gross billings growth
(13
)
%
(15
)
%
(12
)
%
(10
)
%
(9
)
%
FX Effect
11

 
3

 

 
2

 
4

 
EMEA Gross billings growth, excluding FX
(2
)
%
(12
)
%
(12
)
%
(8
)
%
(5
)
%
 
 
 
 
 
 
 
 
 
 
 
 
Rest of World Gross billings growth
(21
)
%
(28
)
%
(27
)
%
(24
)
%
(15
)
%
FX Effect
14

 
11

 
6

 
1

 

 
Rest of World Gross billings growth, excluding FX
(7
)
%
(17
)
%
(21
)
%
(23
)
%
(15
)
%
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Gross billings growth
(1
)
%
(5
)
%
(2
)
%
(2
)
%

%
FX Effect
5

 
2

 

 

 
1

 
Consolidated Gross billings growth, excluding FX
4

%
(3
)
%
(2
)
%
(2
)
%
1

%

The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.

    
 
 
Q4 2015
 
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
EMEA Revenue growth
(9
)
%
(13
)
%
(3
)
%
(1
)
%
(2
)
%
FX Effect
12

 
3

 

 
1

 
3

 
EMEA Revenue growth, excluding FX
3

%
(10
)
%
(3
)
%

%
1

%
 
 
 
 
 
 
 
 
 
 
 
 
Rest of World Revenue growth
(23
)
%
(22
)
%
(23
)
%
(19
)
%
(12
)
%
FX Effect
15

 
14

 
9

 
4

 
4

 
Rest of World Revenue growth, excluding FX
(8
)
%
(8
)
%
(14
)
%
(15
)
%
(8
)
%
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Revenue growth
4

%
(2
)
%
2

%
1

%
2

%
FX Effect
5

 
1

 
1

 
1

 
1

 
Consolidated Revenue growth, excluding FX
9

%
(1
)
%
3

%
2

%
3

%

The effect on North America's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows: 

 
At Avg. Q4
2015 Rates
(1)
 
Exchange
Rate
Effect
(2)
 
December 31, 2016
As Reported
 

December 31, 2015
As Reported
 
Y/Y %
Growth
 
Y/Y% Growth excluding FX
 
 
Local:
 
 
 
 
 
 
 
 
 
 
 
 
Third party and other
$
590,657

 
$
27

 
$
590,684

 
$
531,154

 
11.2

%
11.2

%
 
 
 
 
 
 
 
 
 
 
 
 
 
Travel:
 
 
 
 
 
 
 
 
 
 
 
 
Third party
90,057

 
2

 
90,059

 
89,389

 
0.7

%
0.7

%
Total services
680,714

 
29

 
680,743

 
620,543

 
9.7

%
9.7

%
 
 
 
 
 
 
 
 
 
 
 
 
 
Goods:
 
 
 
 
 
 
 
 
 
 
 
 
Third party
12,211

 
(4
)
 
12,207

 
12,951

 
(5.7
)
%
(5.7
)
%
Direct
419,181

 

 
419,181

 
416,867

 
0.6

%
0.6

%
Total
431,392

 
(4
)
 
431,388

 
429,818

 
0.4

%
0.4

%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross billings
$
1,112,106

 
$
25

 
$
1,112,131

 
$
1,050,361

 
5.9

%
5.9

%







The effect on EMEA's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows: 
 
At Avg. Q4
2015 Rates
(1)
 
Exchange
Rate
Effect
(2)
 
December 31, 2016
As Reported
 

December 31, 2015
As Reported
 
Y/Y %
Growth
 
Y/Y% Growth excluding FX
 
 
 
Local:
 
 
 
 
 
 
 
 
 
 
 
 
Third party and other
$
192,321

 
$
(11,909
)
 
$
180,412

 
$
197,445

 
(8.6
)
%
(2.6
)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Travel:
 
 
 
 
 
 
 
 
 
 
 
 
Third party
56,419

 
(805
)
 
55,614

 
59,836

 
(7.1
)
%
(5.7
)
%
Total services
248,740

 
(12,714
)
 
236,026

 
257,281

 
(8.3
)
%
(3.3
)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Goods:
 
 
 
 
 
 
 
 
 
 
 
 
Third party
43,041

 
(2,467
)
 
40,574

 
83,295

 
(51.3
)
%
(48.3
)
%
Direct
169,685

 
(2,375
)
 
167,310

 
146,571

 
14.1

%
15.8

%
Total
212,726

 
(4,842
)
 
207,884

 
229,866

 
(9.6
)
%
(7.5
)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross billings
$
461,466

 
$
(17,556
)
 
$
443,910