Item 2.05 Costs Associated with Exit or Disposal Activities.



On January 25, 2023, the Board of Directors of Groupon, Inc. (the "Company")
approved the second phase of the Company's multi-phase restructuring plan (the
"2022 Restructuring Plan"), which is part of the Company's comprehensive cost
savings plan, announced in August 2022 (the "2022 Cost Savings Plan"). This
second phase is expected to include an overall reduction of approximately 500
positions globally, with the majority of these reductions expected to occur by
the end of the second quarter of 2023. In connection with the 2022 Restructuring
Plan, the Company has incurred total pretax charges of approximately $9.6
million since the inception of the 2022 Restructuring Plan through December 31,
2022. In connection with the actions under the second phase, the Company expects
to record total pre-tax charges of between $10.0 million and $20.0 million. The
majority of these pre-tax charges are expected to be paid in cash and will
primarily relate to employee severance and compensation benefits, with an
immaterial amount of charges related to other exit costs. The payroll actions
under the second phase of the 2022 Restructuring Plan are estimated to result in
approximately $70.0 million in annualized cost savings. The Company also intends
to implement other non-payroll actions outlined within the 2022 Cost Savings
Plan, including reducing technology, software and certain professional services
costs. These actions are expected to create an additional $30.0 million in
annualized cost savings.

The total pretax charges incurred since the inception of the 2022 Restructuring
Plan are preliminary and subject to the completion of year-end financial
reporting processes and review. The estimated charges that the Company expects
to incur are subject to a number of assumptions, and actual results may differ
materially from these estimates. The Company intends to exclude the
restructuring charges from its non-GAAP financial metrics, including Adjusted
EBITDA and non-GAAP EPS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


      Exhibit No.                   Description
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

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