What changed in this filing

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Item 1. Business

2024-03-15 compared with 2023-03-16 · 79 added, 78 removed, 98 unchanged (62% of the section changed)

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See Item 8, Note 18, Segment Information, for additional information.

Revenue is earned through service revenue transactions, during which we generate commissions by selling goods or services on behalf of third-party merchants.

Service revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

In prior periods, we generated product revenue from direct sales of our first-party Goods inventory.

Our product revenue was reported on a gross basis as the purchase price received from the customer.

Revenue is earned through transactions during which we generate commissions by selling goods or services on behalf of third-party merchants.

Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

Our strategy is to be the trusted marketplace where customers go to buy local services and experiences.

We plan to grow our revenue by building long-term relationships with local merchants to improve our inventory selection and improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.

We plan to grow our revenue by building long-term relationships with local merchants to strengthen our inventory selection and by enhancing the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.

Our Categories

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Our local inventory includes, things to do, beauty and wellness and dining, as well as other types of experiences and services.

In our Goods category, we earn service revenue from transactions in which third-party merchants sell products to customers through our marketplaces.

We recognize Goods revenue on a net basis within service revenue.

In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces.

Our Goods category includes merchandise across multiple product lines, such as electronics, sporting goods, jewelry, toys, household items and apparel.

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Email and mobile messaging.

We communicate offerings through email and by push notifications to our customers based on their locations and personal preferences.

A customer who interacts with an email or push notification is directed to our website or mobile application to learn more about the deal and to make a purchase.

Additionally, we introduced short message service ("SMS") notifications in 2022.

We communicate offerings through email, push notifications and short messaging services ("SMS") to our customers based on their locations and personal preferences.

A customer who interacts with these communications is directed to our website or mobile application to learn more about the deal and to make a purchase.

Affiliate channels.

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We also promote our offerings via display advertising across various content publishers.

Television and other offline.

At times, we use other offline marketing channels such as connected television and traditional television advertising to help build awareness of our offerings and brand.

Human Capital Management

We believe attracting and retaining global talent is key to our success.

Our senior leadership team is responsible for developing and executing our human capital strategy, with oversight from our Board of Directors (the "Board").

This includes the recruitment, development and retention of talent to support our operations and execute our strategy and the design of our employee compensation and benefit programs.

Attracting and securing top-notch talent from around the world is the cornerstone of our future.

Our senior leadership, guided by our Board of Directors (the "Board"), oversees this mission by crafting and implementing our human capital strategy.

This involves recruiting, developing and retaining the best minds to fuel our operations and drive our strategic goals and shaping competitive compensation and benefits packages.

As of December 31, 2023, we had employees in the following geographies and roles:

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655 1,558 2,213

(1) In January 2023, the board approved the second phase of the 2022 Restructuring Plan, which includes an overall reduction of approximately 500 positions globally.

Our sales force consists of merchant sales representatives and sales support staff who acquire and build merchant relationships and provide ongoing consultative expertise.

Other key operational functions include engineering, product, marketing and editorial.

Within our human capital strategy, there are five core pillars:

Our People & Culture, Diversity, Equity & Inclusion ("DEI"), Compensation & Benefits, Social Responsibility, and Future of Work.

Our sales representatives create partnerships, while our support staff ensures smooth transactions.

Other teams, such as engineers, product designers, marketers and editors, power the platform and curate the experiences.

Within our human capital management strategy, there are three core pillars:

Our People & Culture, Diversity, Equity & Inclusion ("DEI") and Compensation & Benefits.

Our People & Culture.

Groupon helps customers discover experiences that make for a full, fun, and rewarding life.

We take the same approach to our work culture - we believe that having teams of resilient, energized, diverse, and collaborative people from all over the world make Groupon unique.

Our goal is to support a culture that inspires innovation, rewards smart decision-making, and celebrates success.

In 2022, we conducted quarterly Pulse Engagement Surveys to gain insights into the engagement levels of our team members and to measure the overall health of our culture.

These surveys covered a wide range of topics including well-being, engagement, leadership, performance and strategy, and DEI.

Managers used the responses to identify focus areas for their teams and to implement formal action plans.

We had strong employee engagement scores with an 80% response rate.

Each of our employees play an important role in ensuring that we maintain a high level of business ethics, safety, and integrity.

To facilitate this, all employees are required to complete the following full-length training courses once every two years:

• Global Code of Conduct;

• Anti-Corruption;

• Respectful and Harassment Free Workplace.

In alternate years, employees are required to complete a Global Code of Conduct Recertification Quiz.

Additionally, we have established an internal process called Groupon Ethics Reporting Service, which is communicated to employees during the annual ethics training and can be used to bring to management’s attention a wide range of concerns, including violations of our policies.

To support the career development of our team members, we offer a variety of training and development programs supporting our ethics, workplace culture and manager behaviors.

For example, we require all employees to complete unconscious bias training and all managers to complete Respect in the Workplace training.

We also offer various other training programs to employees, such as Change & Resilience, Managing Through Change, FS90 (a course that reinforces leader habits and manager expectations for new managers), Authentic Allyship Workshops, and a Director Development Program to equip leaders with the tools they need to succeed, We also launched Accelerate, a 7-month program designed and run in partnership with the organization everywoman with the goal to accelerate the development and careers of our top female talent.

Additionally, we encourage cross-team growth opportunities through our Internal Talent Mobility process.

At Groupon, we believe experiences make life richer and that philosophy extends to our work culture as well.

We thrive on the strength and diversity of our global teams, where resilient, energized and collaborative individuals bring their unique perspectives to the table.

Our mission is to foster a culture that ignites innovation, empowers smart decision-making and celebrates every success along the way.

In 2023, we focused on gathering feedback from peers, colleagues and employees so managers and leaders can actively identify areas for improvement and implement tailored action plans.

We started with a Transformation Truth survey that collected anonymous responses company-wide and provided employees the opportunity to address ongoing transformations within the organization.

We place a high value on collecting and acting upon employee feedback as it provides valuable insights into our team’s overall health.

We believe maintaining the highest ethical standards is not only a policy, it's a shared responsibility.

Every team member plays a crucial role in upholding our commitment to business ethics, safety and integrity.

To cultivate this awareness, we mandate bi-annual completion of foundational training courses like our Global Code of Conduct, Anti-Corruption, Respectful and Harassment Free Workplace and unconscious bias training.

We also offer a Global Code of Conduct Recertification Quiz in alternate years to ensure constant reinforcement.

To address any concerns regarding potential policy violations, we have established a secure and confidential internal channel called the Groupon Ethics Reporting Service.

To support the career development of our team members, we offer a diverse range of training and development programs that cater to various needs.

From building a strong foundation in ethics and workplace culture through unconscious bias training for all employees to Respect in the Workplace training for managers.

We also initiated Talent Acquisition Spotlight Newsletters that provided teams the update on open roles along with changes and improvements to the recruitment process.

Our Internal Talent Mobility process fosters cross-team collaborations and growth opportunities, allowing people to explore their full potential within Groupon.

Additionally, we also offer an Employee Referral Program with bonuses for eligible hires to help us hire great talent across the globe.

Diversity, Equity and Inclusion .

Diversity, equity and inclusion is integrated into our business and we believe that attracting and retaining diverse, global talent will create a culture where everyone can feel like they belong, find authentic connections and take part in experiences that connect to their own identities.

We also want the diversity of our internal team to reflect the diversity of the merchants and customers we serve and the communities in which we live and work.

We believe that a global team of employees with diverse experiences, backgrounds, skills and perspectives will allow us to take a more innovative approach to problem solving and lead to better outcomes and higher productivity.

Our company-wide DEI program includes a range of initiatives and programs that have the overarching goal of making our employees, merchants and customers feel seen and valued, including:

• Analytics-based approach to provide data-driven insights and increase visibility as we aim to improve workforce diversity, identify inequities and reduce turnover;

• Employee Resource Groups;

• Diverse merchant self-identification;

• Inclusive leadership training program for employees;

• Multiple merchant-facing campaigns and employee-facing celebrations including Asian American Pacific Islander Month, Pride Month, Juneteenth, National Black Business Month, National Hispanic Heritage Awareness Month, Global Diversity Awareness Month and Women’s Small Business Month.

Cultivating a diverse workforce and fostering an inclusive workplace isn't only about doing the right thing;

it's about building a brighter future for Groupon.

Our strength lies in embracing diverse perspectives and experiences, which fuels innovation, creativity and problem-solving.

By fostering an inclusive environment where everyone feels valued and respected, we unlock the full potential of our talent, allowing us to navigate challenges and thrive in a competitive marketplace.

In 2023, we focused on:

• Creating opportunities for employees to engage in cultural competency workshops and conversations

• Creating new programming to build and champion our diverse merchant base

• Engaging our employees by launching a monthly DEI newsletter.

This is emailed to all employees and details any DEI updates, Employee Resource Group activities, other resources and more.

Compensation and Benefits.

To attract and retain qualified employees, we offer competitive compensation and comprehensive benefits, which are designed to attract, reward, and engage top talent and include standard health, dental, vision, life and disability insurance benefits as well as a 401(k) plan with company matching for our U.S.

In addition, Groupon is focused on the health and well-being of employees, and we have significantly expanded our wellness programming to combat burnout and support the overall health of global teams.

Our wellness program includes access to mental health support and services, Global Wellness Week, which is an entire week dedicated to personal wellness programming aimed at boosting all of our physical, nutritional and mental well-being, as well as digital detox days.

We also provide Talkspace, a virtual service that connects employees and family members with licensed mental health providers for counseling and therapy.

Social Responsibility .

We are committed to empowering our employees to take part in making the communities in which we operate better places to work and live.

We provide numerous opportunities for our employees to volunteer with causes they care about throughout the year and support communities through investment in local and global nonprofits focused on systemic issues like economic opportunity and hunger relief.

In 2022, we supported nearly 2,000 small businesses and entrepreneurs globally through social responsibility programming and approximately 43% of our workforce engaged in community activities through the Groupon Volunteers program.

Future of Work.

We believe it is important for our employees to do their jobs where they feel they can do it best.

Whether that means working remotely from home or in one of our global offices - we want our employees to thrive in a work environment that suits their needs.

Following office closures from the COVID-19 pandemic in 2020 and 2021, we launched a test of an approach that we call “@flex.” Flex, which represents our “flexibility” and related hybrid working options, was rolled out incrementally across our 20 offices worldwide.

Our goal is to nurture a performance-driven culture - one that will be led by our values and focused on agility, results and accountability.

We believe that this culture is foundational to our ability to drive our organization toward our long-term vision of being the destination for Local experiences.

We intend to continue to focus on driving measurable results that will "show up" in our ability to attract and retain talent and build a resilient workforce well positioned to help us reach our long-term goals.

To bring in and keep the best, we offer a compelling combination of competitive compensation and comprehensive benefits.

This includes standard health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for our US employees.

This year we expanded our Annual Bonus Plan to include additional Global Grades in the plan to increase coverage of employees who were not eligible previously.

We’re also deeply invested in our people's well-being and why we've significantly expanded our wellness programs to prevent burnout and keep our global teams healthy and thriving.

We initiated a number of wellness programs this year on top of the existing access to mental health support and services and Global Wellness Week, an entire week dedicated to personal wellness programming aimed at boosting all of our physical, nutritional and mental well-being.

We also continued our Groupon Step-a-Thon challenge.

It was designed to build healthy habits and increase activity levels of our employees.

We're cultivating a thriving performance-driven culture and a team committed to our transformation.

In line with this we re-vamped our values in 2023 to ensure that they were supporting the culture and behaviors we need to succeed.

Our new values are:

• Ownership and accountability

• High performing

• Transparent

• Customer focused

• Respect, integrity and inclusion

Together they form the foundations of a culture that embraces speed and agility, relies on data-driven decisions based on measurable results and fosters a culture of ownership and accountability.

We believe this fosters a resilient workforce equipped to weather challenges and capitalize on opportunities.

Our focus on performance isn't only about numbers;

it's about attracting and retaining top talent who thrive in a fast-paced, results-oriented environment.

Ultimately, we see this cultural shift as the engine that propels us towards our ambitious vision of becoming the go-to platform for experiences.

In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure.

Additionally, in the third quarter of 2023, we migrated our Payment Card Information data to a third party provider so that these details are no longer stored within Groupon's cloud environment.

We employ security practices and modern tools to try to recognize intrusions to our technology infrastructure.

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In financial transactions with customers conducted on our websites and mobile applications, we use data encryption protocols to secure information while in transit.

See Risk Factors for additional information relating to potential cyber threats.

See Risk Factors and Cybersecurity for additional information relating to potential cyber threats.

Our customers and merchants are at the center of our two-sided marketplace.

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Those laws and regulations may involve taxation, unclaimed property, intellectual property, product liability, travel, distribution, electronic contracts and other communications, competition, consumer protection, the provision of various online payment services, employee, merchant and customer privacy and data security or other areas.

The Credit Card Accountability Responsibility and Disclosure Act of 2009 (the "CARD Act"), as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons ("gift cards").

Groupon vouchers may be included within the definition of gift cards under many laws.

In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions, including restrictions on expiration dates and fees, that may apply to Groupon vouchers.

There are also a number of

legislative proposals pending before the U.S.

There are also a number of legislative proposals pending before the U.S.

Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.

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The General Data Protection Regulation ("GDPR"), which was adopted by the European Union and became effective in May 2018, and the California Privacy Rights Act (the "CPRA"), which expands on and effectively replaces the California Consumer Privacy Act (the "CCPA") and became effective January 1, 2023, requires companies to satisfy specific requirements regarding the handling of personal and sensitive data, including its collection, use, protection and the ability of persons whose data is stored to, among other things, access and/or delete such data about themselves.

The Virginia Consumer Data Protection Act (the "CDPA") and the Colorado Privacy Act (the "CPA"), which will both go into effect in 2023, provide new data privacy rights to their respective residents.

The Virginia Consumer Data Protection Act (the "CDPA"), effective as of January 1, 2023, and the Colorado Privacy Act (the "CPA"), effective as of July 1, 2023, provide new data privacy rights to their respective residents.

Our ongoing efforts to comply with these laws and regulations and other relevant privacy and data protection laws and regulations, have required updates to certain business practices and systems.

Non-compliance with any privacy and data protection laws and regulations could result in significant monetary fines.

For instance, non-compliance with the GDPR could result in proceedings against us by governmental entities or others and fines up to the greater of €20 million or 4% of annual global revenue and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action.

For instance, non-compliance with the GDPR could result in proceedings against us by governmental entities or

others and fines up to the greater of €20 million or 4% of annual global revenue, and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action.

We continue to monitor developments in laws and regulations relating to privacy and consumer data, and we expect these evolving laws and regulations will continue to impact our business in the future.

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Name Age Position

Kedar Deshpande 44 Chief Executive Officer

Damien Schmitz 45 Chief Financial Officer

Kedar Deshpande was appointed as our Chief Executive Officer in December 2021.

He previously served as the Chief Executive Officer of Zappos.com (“Zappos”) and in various positions at Zappos from March 2011 to August 2020, including as Zappos’ Chief Operating Officer from 2019 to 2020 and senior leadership roles in technology and marketing, as well as project management roles.

Prior to that, he was a software engineer at General Electric.

Damien Schmitz was appointed as our Chief Financial Officer in November 2022.

He previously served as the Interim Chief Financial Officer since November 2021, Senior Vice President, Finance since October 2021, and Vice President, Finance since January 2019.

Prior to that he served as Vice President, Finance and Chief Financial Officer, International from January 2018 to January 2019 and in various finance leadership roles at the Company since October 2012, including Senior Director, Global FP&A from September 2016 to December 2017.

Prior to joining the company, Mr.

Schmitz held consulting roles with Price Waterhouse Coopers LLP and 3M Company.

Dusan Senkypl 48 Interim Chief Executive Officer

Jiri Ponrt 50 Chief Financial Officer

Dusan Senkypl was appointed as our Interim Chief Executive Officer in March 2023 and has served as a member of our Board since June 2022.

He joined Groupon from Pale Fire Capital SE ("PFC"), a Groupon shareholder and a private equity investment group that invests in e-commerce companies both in Europe and worldwide.

He co-founded PFC in 2015 and serves as Chairman and as a partner.

Prior to joining PFC, he served as founder and CEO of NetBrokers Holding (“NBH”), which became the largest insurance and finance marketplace in the Czech Republic and Slovakia, from 2014 to December 2018, when it was sold to German media company, Bauer Media Group.

Prior to NBH, he co-founded and operated multiple e-commerce projects, including

ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019.

In conjunction with his appointment as Groupon CEO, he stepped down from his day-to-day responsibilities at PFC.

Jiri Ponrt was appointed as our Chief Financial Officer in April 2023.

He joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021.

Prior to joining PFC, he served as CFO of Alza.cz, one of the largest e-commerce companies in Central and Eastern Europe, from May 2014 to October 2021.

Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles.

In conjunction with his appointment to Groupon Chief Financial Officer, he stepped down from day-to-day responsibilities at PFC.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business