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For the fiscal year ended December 31,






For the transition period from ________________ to ________________

Commission file number:

Groupon, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of


(I.R.S. Employer

incorporation or organization)


Identification No.)




West Chicago Avenue, Suite

Chicago, Illinois


(Address of principal executive offices)


(Zip Code)

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


Name of each exchange on which registered

Common Stock, par value $


Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule of the Securities Act. &#;&#;&#;&#;&#;&#;&#;&#;

Yes x&#;

No &#; &#;

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.&#;&#;&#;&#;

Yes &#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;No x&#;

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. &#;&#;&#;&#;

Yes&#;x&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;No &#;


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule of Regulation S-T (&#; of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). &#;&#;&#;&#;


Yes &#;x&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;No &#;

Indicate by check mark if disclosure of delinquent filers pursuant to Item of Regulation S-K (&#; of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form K or any amendment to this Form K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x&#; &#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#; &#;&#;&#;&#;Accelerated filer &#;


Non-accelerated filer (Do not check if a smaller reporting company) &#;&#;&#;&#;&#;Smaller reporting company &#;

Emerging growth company &#;

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. &#;

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).&#;&#;&#;&#;&#;&#;&#;&#;

Yes &#; &#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;No &#;x&#;

As of June 30, , the aggregate market value of shares held by non-affiliates of the registrant was $1,,, based on the number of shares of common stock held by non-affiliates as of June 30, and based on the last reported sale price of the registrant's common stock on June 30,

As of February 12, , there were ,, shares of the registrant's common stock outstanding.


The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the Annual Meeting of Stockholders to be held in , which definitive proxy statement shall be filed with the Securities and Exchange Commission within days after the end of the fiscal year to which this Report relates.




Forward-Looking Statements


Item 1. Business


Item 1A. Risk Factors


Item 1B. Unresolved Staff Comments


Item 2. Properties


Item 3. Legal Proceedings


Item 4. Mine Safety Disclosures




Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Item 6. Selected Financial Data


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Item 7A. Quantitative and Qualitative Disclosure about Market Risk


Item 8. Financial Statements and Supplementary Data


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information



Item Directors, Executive Officers and Corporate Governance

Item Executive Compensation

Item Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item Certain Relationships and related Transactions, and Director Independence

Item Principal Accountant Fees and Services

Part IV


Item Exhibits and Financial Statement Schedule




This Annual Report on Form K contains forward-looking statements within the meaning of Section 27A of the Securities Act of , as amended, and Section 21E of the Securities Exchange Act of , 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. Item 1A. Risk Factors of this Annual Report on Form K, as well as in our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission, or the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, "Groupon," "we," "our," and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise.



Groupon is a global leader in local commerce, making it easy for people around the world to search and discover great businesses and merchandise. Our vision is to connect local commerce, increasing consumer buying power while driving more business to merchants through price and discovery. We want Groupon to be the destination that consumers check first when they are out and about; the place they start when they are looking to buy just about anything, anywhere, anytime. We provide consumers with savings and help them discover what to do, eat, see, buy and where to travel. By bringing the brick and mortar world of local commerce onto the Internet, Groupon is helping local merchants to attract customers and sell goods and services.

Groupon operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services, generally at a discount. Consumers access those marketplaces through our websites, primarily localized sites in many countries, and our mobile applications. More than two-thirds of the transactions on our platform are completed on mobile devices.

Our operations are organized into two segments: North America and International. We offer goods and services through our marketplaces in three primary categories: Local Deals ("Local"), Groupon Goods ("Goods") and Groupon Getaways ("Travel").

We act as a marketing agent primarily by selling vouchers ("Groupons") that can be redeemed for products or services with third-party merchants. We also sell merchandise inventory directly to customers.

Our results from were impacted by the strategic initiatives discussed in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. Those results include the following:


Gross billings decreased to $ billion in , as compared to $ billion in In , % and % of our gross billings were generated in North America and International, respectively, as compared to % and % in Gross billings represent the total dollar value of customer purchases of goods and services. Gross billings differs from our revenue, which is presented net of the merchant's share of the transaction price for transactions in which we act as a third-party marketing agent. Gross billings and revenue are the same for transactions in which we sell merchandise inventory directly to customers.


Revenue decreased to $ billion in , as compared to $ billion in In , % and % of our revenue was generated in North America and International, respectively, as compared to % and % in


Gross profit of $ billion in was consistent with the prior year. In , % and % of our gross profit was generated in North America and International, respectively, as compared to % and % in


Income from operations was $ million in , as compared to a loss from operations of $ million in


The number of active customers, which is defined as unique user accounts that have made a purchase within the last 12 months either through one of our online marketplaces or directly with a merchant for which we earned a commission, increased to million as of December&#;31, from million as of December&#;31,

We are a Delaware corporation, incorporated on January 15, under the name ", Inc." We started Groupon in October and officially changed our name to Groupon, Inc. by filing an amended certificate of incorporation on June 16, Our principal executive offices are located at West Chicago Avenue, Suite , Chicago, Illinois , and our telephone number at this address is () Our investor relations department can be reached through our investor relations hotline, which is () Our website is Information contained on our website is not a part of this Annual Report on Form K. We completed our initial public offering in November and our common stock is listed on the Nasdaq Global Select Market under the symbol "GRPN."

GROUPON, the GROUPON logo and other GROUPON-formative marks are trademarks of Groupon, Inc. in the United States or other countries. This Annual Report on Form K also includes other trademarks of Groupon and trademarks of other persons.

Our Strategy

Our goal is to continue to build marketplaces that our customers rely on to discover and save on amazing things to do, eat, see, buy and where to travel. Key elements of our strategy for include the following:

Grow long-term customer value. Our activities to grow long-term customer value are primarily focused on initiatives to improve the customer experience and marketing activities. We intend to improve the customer experience by continuing to invest in new products and technologies that will create a frictionless experience for our customers and merchants. As we continue to build out our marketplaces, we want our customers to have a superior, frictionless experience when they use our product whether finding, booking, buying or redeeming an offer. For merchants, this includes providing capabilities to manage demand for their goods and services and improving their ability to acquire customers. For consumers, this includes easily finding offers and accessing features that augment the overall experience, as well as seamlessly purchasing and redeeming offers. We are currently investing in initiatives to improve the purchase and redemption experience, such as enhancing our mobile applications, testing offerings with voucherless redemption resulting in cash back directly to customers' credit cards, which we refer to as Groupon+, and adding direct booking tools, including for health and beauty offerings. We believe that those initiatives may ultimately increase customer purchase frequency and drive growth in our business. Our marketing activities are critical to our ability to increase our global active customer base and improve gross profit per customer. We significantly increased our global marketing spend throughout and in order to drive customer growth and we expect that trend to continue. Our online marketing campaigns are primarily focused on customer acquisition, customer retention and driving repeat purchase behavior. We are focusing our offline

advertising activities on developing our brand strength and increasing awareness of our product and service offerings. We also use order discounts and other promotional initiatives to drive customer acquisition, activation and purchasing activity.

Building out a more extensive local commerce marketplace platform. We ultimately want Groupon to become a daily habit for our customers. In order to achieve that long-term aspiration, we believe that we need to significantly increase the offerings available through our online local commerce marketplaces to ensure that our customers can consistently find what they are looking for. Our initiatives to grow our inventory of deal offerings include entering into commercial agreements with third parties that enable us to feature additional merchant offerings through our marketplaces, identifying new distribution channels through which to sell our marketplace offerings and launching an internal initiative to optimize the activities performed by our sales teams. Additionally, we believe that our efforts to increase our active customer base and improve gross profit per customer may improve the health of our marketplaces, making our marketing and promotional services more effective for the merchants who feature offerings on our platform.

Unlocking the potential of our international markets. From to , we reduced our global operating footprint from 47 countries to the 15 core countries that we believe have the greatest potential to favorably impact our results of operations. The gross profit generated by our International segment represented only % of our consolidated gross profit in , and we are maintaining a long-term focus on driving International to ultimately achieve gross profit that is more comparable to North America. Our initiatives to grow International gross profit include increasing our international marketing spending, investing in more technology resources in order to expand and advance its product and service offerings, growing our inventory of deal offerings by entering into commercial agreements with third parties that enable us to feature additional merchant offerings through our marketplaces and other initiatives.

Our Business

We earn revenue from transactions in which we provide marketing services primarily by selling vouchers through our online local marketplaces that can be redeemed for goods or services with third-party merchants. Our third-party revenue from those transactions is reported on a net basis as the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid to the merchant. We also earn revenue by selling merchandise inventory directly to customers through our online marketplaces. Our direct revenue from those transactions is the purchase price received from the customer.

Our business model has evolved in recent years from primarily an email-based "push" model with a limited number of deals offered at any given time to more extensive online "pull" marketplaces, where customers can come to Groupon's websites and mobile applications to search and browse for deals on goods and services. We also publish ratings and helpful tips from customers to highlight the unique aspects of local merchants, including merchants that have featured offerings through our marketplaces.&#;&#;&#;&#;

We offer goods and services through our online local marketplaces in three primary categories: Local, Goods and Travel. Collectively, Local and Travel comprise our "Services" offerings and Goods reflects our product offerings.

Local. Our Local category includes offerings from local and national merchants, as well as local events. Local also includes other revenue sources such as commission revenue and advertising revenue, as these revenue sources are primarily generated through our relationships with local and national merchants. Our local offerings comprise multiple subcategories, including events and activities, beauty and spa, health and fitness, food and drink, home and garden and automotive. National merchants also have used our marketplaces as an alternative to traditional marketing and brand advertising. Although our business today is weighted toward offerings from local merchants, we continue to feature offerings from national merchants to build our brand awareness, acquire new customers and generate additional revenue. In addition to local and national deals, we give consumers the ability to access digital coupons from thousands of retailers through our Coupons offering. We also offer deals on concerts, sports, theater and other live entertainment events. We are increasingly featuring offerings on our site from other online marketplaces to further expand local offerings.

Goods. In our Goods category, we earn direct revenue from transactions in which we sell merchandise inventory directly to customers, as well as third-party revenue from transactions in which third-party merchants sell products to customers through our marketplaces. Our Goods category offers customers the ability to find discounted merchandise across multiple product lines, including electronics, sporting goods, jewelry, toys, household items and apparel. We expect that we will continue to add new brands to our platform in order to expand our offerings.

Travel. Through our Travel category, we feature travel offers at both discounted and market rates, including hotels, airfare and package deals covering both domestic and international travel. For many of our travel offerings, the customer must contact

the merchant directly to make a travel reservation after purchasing a travel voucher from us. However, for some of our hotel offerings, customers make room reservations directly through our websites.


Our customers access our online local commerce marketplaces through our mobile applications and our websites, which primarily consist of localized sites in countries throughout the world. We use a variety of marketing channels to direct customers to the deal offerings available through these marketplaces, as described in the Marketing section below.

Consumers predominately access our offerings through our mobile applications and, to a lesser extent, through mobile web browsers. Our applications and mobile websites enable consumers to browse, purchase, manage and redeem deals on their mobile devices. In addition, the mobile experience leverages location in several ways, enabling consumers to filter by distance, discover deals near them and visualize the assortment of Groupon offers through a maps view. In the fourth quarter of , over 69% of our global transactions were completed on mobile devices.


We primarily use marketing to acquire customers and promote awareness of our marketplaces and the services and product offerings available through those marketplaces. Consequently, marketing is an important part of our growth strategy and remains a key element of our business operations. We increased our global marketing spend by $ million, or %, for the year ended December&#;31, as compared to the prior period. We expect to continue to invest in marketing in future periods in connection with our efforts to increase active customers and customer purchase frequency.

We use a variety of marketing channels to make customers aware of the deal offerings on our mobile and web platforms, including search engines, email and push notifications, affiliate channels, social and display advertising and offline marketing, which increased significantly during

Search engines. Customers can access our deal offerings indirectly through third-party search engines. We use search engine optimization ("SEO") and marketing ("SEM") to increase the visibility of our offerings in web search results.

Email and push notifications. In North America and most of our international markets, we use targeting technology to determine which deal offerings to communicate to our subscribers based on their locations and personal preferences. A subscriber who clicks on a deal offering within an email or push notification is directed to our website or mobile application to learn more about the deal and be able to make a purchase.

Affiliate channels. We have an affiliate program that utilizes third parties to promote our deal offerings online. Affiliates earn commissions when customers access our deal offerings through links on their websites and make purchases on our platform. We expect to continue to leverage affiliate relationships to extend the distribution of our deals to a broad base of potential customers.

Social and display. We publish deals through various social networks and adapt our notifications to the particular format of each of these social networking platforms. Our websites and mobile application interfaces enable consumers to share deal offerings with their personal social networks. We also promote our deal offerings using display advertising on websites.

Television and other offline. In , we significantly increased the extent to which we use offline marketing such as television advertising, and to a lesser extent, print and radio advertising.

Our marketing activities also include elements that are not presented as Marketing on our consolidated statements of operations, such as order discounts and free shipping on qualifying merchandise sales.

Sales and Operations

Our sales force consists of approximately 2, merchant sales representatives and sales support staff, who build merchant relationships and provide local expertise. Our North American merchant sales representatives and support staff are primarily based in our offices in Chicago and Phoenix, and our international merchant sales representatives and support staff are based in their respective local offices. Our global sales and sales support headcount by segment as of December&#;31, was as follows:

North America





Other key operational functions include deal managers, editorial, merchant services, customer service, technology, merchandising and logistics. Deal managers work with sales teams to optimize deal structure and pricing, as well as manage the category, discount and geographic mix of deals in their respective markets. Our editorial department is responsible for creating the written and visual content on the deals we offer. Merchant services representatives work with merchants to plan for increased customer traffic before an offering is active and serve as an ongoing point of contact for the merchant over the term of a deal. Our customer service department is responsible for answering questions received via phone, email and on public discussion boards regarding purchases, shipping status, returns and other areas of customer inquiry. Our technology team is focused on the design and development of new features and products, maintenance of our websites and development and maintenance of our internal systems. Merchandising and logistics personnel are responsible for managing inventory and the flow of products from suppliers to our customers.

Our websites are hosted at two U.S. data centers in California and at an international data center in Ireland. Our data centers host our public-facing websites and applications, as well as our back-end business intelligence systems. We employ security practices to protect and maintain the systems located at our data centers. We have invested in intrusion and anomaly detection tools to try to recognize intrusions to our websites. We engage independent third-party Internet security firms to regularly test the security of our websites and identify vulnerabilities. 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 cyber threats.


Our business is rapidly evolving and we face competition from a variety of sources. Some of our competitors offer deals as an add-on to their core business, and others have adopted a business model similar to ours. We also compete against companies that offer other types of advertising and promotional services to local businesses. In addition to such competitors, we expect to increasingly compete against other large Internet and technology-based businesses that have launched initiatives that are directly competitive to our core business. Such competitors may be much larger companies who have more resources and significantly greater scale. We also expect to compete against other Internet sites that are focused on specific communities or interests and offer coupons or discount arrangements related to such communities or interests. Further, as our business continues to evolve, we anticipate facing new competition. We believe the principal competitive factors in our markets include the following:


quality and performance of our merchants;


size and composition of our customer base;


mobile penetration;


understanding of local business trends;


ability to structure deal offerings to generate a positive return on investment for merchants;


ability to generate large volumes of sales; and


reputation, strength and recognition of brand.

Although we believe that we compete favorably on the factors described above and benefit from scale, we anticipate that larger, more established companies may directly compete with us over time. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services.


Some of our offerings experience seasonal buying patterns mirroring that of the larger consumer retail and e-commerce markets, where demand declines during customary summer vacation periods and increases during the fourth quarter holiday season. We believe that this seasonality pattern has affected, and will continue to affect, our business and quarterly sequential revenue growth rates. We recognized %, % and % of our annual revenue during the fourth quarter of , and , respectively.


&#;&#;&#;&#;We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. Additionally, those laws and regulations may be interpreted differently across domestic and foreign jurisdictions. As a company in a relatively new and rapidly innovating industry, we are exposed to the risk that many of those laws may evolve or be interpreted by regulators or in the courts in ways that could materially affect our business. 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 (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. 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.

Various U.S. laws and regulations, such as the Bank Secrecy Act of (the "Bank Secrecy Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Those laws and regulations broadly define financial institutions to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Requirements imposed on financial institutions under those laws include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to those laws and regulations.

We are subject to a variety of federal, state and international laws and regulations governing consumer data. The General Data Protection Regulation ("GDPR"), which was recently adopted by the European Union and will become effective in May , requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its collection, use, protection and the ability of persons whose data is stored to correct or delete such data about themselves. Complying with the GDPR is expected to cause us to update certain business practices and systems. Non-compliance with 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 revenues.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#; In addition to those contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. Groupon and its related entities own a

number of trademarks and service marks registered or pending in the United States and internationally.&#;In addition, we own a number of issued patents and pending patent applications in the United States and internationally and own and have applied for copyright registrations.

&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#; Circumstances outside our control could pose a threat to our intellectual property rights and the efforts we have taken to protect our proprietary rights may not be sufficient or effective or deter independent development of equivalent or superior intellectual property rights by others. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#;&#; Companies in the Internet, technology and other industries as well as non-practicing entities may own large numbers of patents, copyrights and trademarks or other intellectual property rights and may request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, lawsuits and allegations that we have infringed the intellectual property rights of third parties. As our business grows, we will likely face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.

We have received in the past, and we anticipate we will receive in the future, communications alleging that items offered or sold through our website infringe third-party copyrights, trademarks, patents and trade names or other intellectual property rights or that we have otherwise infringed third parties&#; past, current or future intellectual property rights. We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities carried out by third parties through our website. We may implement measures in an effort to protect against these potential liabilities that could require us to spend substantial resources and/or to reduce revenues by discontinuing certain service offerings. Any costs incurred as a result of liability or asserted liability relating to the sale of unlawful goods or the unlawful sale of goods could harm our business.


&#;&#;&#;&#;As of December&#;31, , there were 2, employees in our North America segment, consisting of sales representatives and 1, corporate, operational and customer service representatives, and 4, employees in our International segment, consisting of 1, sales representatives and 2, corporate, operational and customer service representatives.

Executive Officers

The following table sets forth information about our executive officers:








Rich Williams


Chief Executive Officer and Director

Michael Randolfi


Chief Financial Officer

Steve Krenzer


Chief Operating Officer

Dane Drobny


General Counsel and Corporate Secretary

Brian Stevens


Chief Accounting Officer and Treasurer

Rich Williams has served as our Chief Executive Officer and a member of our Board of Directors since November Prior to this role, Mr. Williams served as our Chief Operating Officer since June and President of North America since October He joined the Company in June as Senior Vice President of Marketing. Prior to joining Groupon, Mr.&#;Williams served in a variety of marketing leadership roles at&#;, Inc. (NASDAQ: AMZN) from January to June , most&#;recently as the Director, Paid Traffic leading global advertising. Prior to joining Amazon, he spent nearly seven years in sales and marketing leadership roles at Experian plc&#;(LSE: EXPN), a global information services company.

Michael Randolfi has served as our Chief Financial Officer since April Prior to joining Groupon, Mr. Randolfi served as the Chief Financial Officer of Orbitz Worldwide, Inc. (NYSE: OWW) from March until November (when he departed following its acquisition by Expedia, Inc.). Prior to joining Orbitz, Mr. Randolfi served as Vice President and then as Senior Vice President and Controller at Delta Air Lines (NYSE: DAL) from February to February From June to February , he held various executive positions at Delta Air Lines in financial planning and analysis, controllership and treasury.

Prior to his year career at Delta, Mr. Randolfi held positions with Continental Airlines (NYSE: UAL) and Raymond James and Associates (NYSE: RJF). Mr. Randolfi is a CPA and a certified management accountant.

Steve Krenzer has served as our Chief Operating Officer since November Prior to joining Groupon, Mr. Krenzer was the Chief Executive Officer of Core Digital Media, Inc. from October to November From November to October , Mr. Krenzer held a variety of senior executive positions at Experian (LSE: EXPN), ultimately serving as President of Interactive Media.

Dane Drobny has served as our General Counsel and Corporate Secretary since July Prior to joining Groupon, Mr. Drobny was Senior Vice President, General Counsel and Corporate Secretary at Sears Holdings Corporation (NASDAQ: SHLD) from May to June Prior to joining Sears Holdings, he spent 17 years at the international law firm of Winston & Strawn LLP, most recently as a partner.&#;

Brian Stevens has served as our Chief Accounting Officer and Treasurer since May and as our Chief Accounting Officer since September Prior to joining Groupon, Mr. Stevens spent 16 years with KPMG LLP, most recently as a partner. Mr. Stevens spent five years in KPMG's Department of Professional Practice and was a practice fellow at the Financial Accounting Standards Board from to Mr. Stevens is a member of the American Institute of Certified Public Accountants and served on its Financial Reporting Executive Committee (FinREC) from November to January

Available Information

The Company electronically files reports with the SEC. The public may read and copy any materials the Company has filed with the SEC at the SEC's Public Reference Room at F Street, N.E., Washington, D.C. The public may obtain information on the operation of the Public Reference Room by calling the SEC at SEC In addition, the SEC maintains an Internet site ( that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Copies of the Company's Annual Report on Form K, Quarterly Reports on Form Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of are also available free of charge through the Company's website (, as soon as reasonably practicable after electronically filing with or otherwise furnishing such information to the SEC, and are available in print to any stockholder who requests them. The Company's Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site. The Company uses its Investor Relations website ( and its blog ( as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Information contained on our website and blog is not a part of this Annual Report on Form K.


Our business, prospects, financial condition, operating results and the trading price of our common stock could be materially adversely affected by the risks described below. In assessing those risks, you should also refer to the other information contained in this Annual Report on Form K, including Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and the consolidated financial statements and the related notes in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form K.

Risks Related to Our Business

Our operating results may vary significantly from quarter to quarter.

Our operating results may vary significantly from quarter to quarter due to seasonality and other reasons such as the rapidly evolving nature of our business. We believe that our ability to achieve and maintain profitability will depend, among other factors, on our ability to:


acquire new customers and retain existing customers;


attract and retain quality merchants;


effectively address and respond to challenges in international markets;


expand the number, variety and relevance of products and deals we offer, including through third party business partners and technology integrations, as we attempt to build a more complete local marketplace;


achieve additional mobile adoption to capitalize on customers' continued shift toward mobile device usage;


increase the awareness of our brand;


successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities;


provide a superior customer service experience for our customers;


avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches;


respond to continuous changes in consumer and merchant use of technology;


react to challenges from existing and new competitors;


respond to seasonal changes in supply and demand; and


address challenges from existing and new laws and regulations.

In addition, our margins and profitability may depend on our product sales mix, our geographic revenue mix and merchant pricing terms. In recent periods, we have shifted the focus of our offerings to our Local category, which tend to have a higher margin and more differentiation than our Goods category. We believe that this shift should provide us with a greater opportunity for long-term gross profit growth. If we are not successful in achieving this objective, our business, financial position and results of operations could be harmed. Further, sales in our Goods category may constitute a greater percentage of our sales in certain periods relative to other categories, which may result in lower margins and profitability during those periods. Accordingly, our profitability may vary significantly from quarter to quarter.

Our strategy to grow our business may not be successful and may expose us to additional risks.

Our strategy to grow our business focuses on several key priorities including increasing customer value, building out a more extensive local commerce marketplace platform, improving the customer experience and unlocking the potential of our international markets. We have undertaken several initiatives as we execute this strategy. For example, we have continued to invest in growth by increasing our marketing investment as we attempt to increase our active customer base, increase customer purchase frequency, improve brand awareness and introduce new products.

In addition, as we focus on building out a more extensive local commerce marketplace platform, we have also devoted significant resources to attracting new merchants, retaining merchants who are willing to run deals on a continuous basis with us and engaging with third-party business partners via technology integrations in order to build a significant inventory for our customers. We have accepted, and expect to continue to accept, a lower portion of the gross billings from some of our merchants and business partners as we expand our marketplaces and introduce new products. In addition, we are continuously refining our process for presenting the most relevant deals to our customers based on their personal preferences and location. We are also continuing our efforts to optimize the mix of products that we offer. If we are not successful in achieving these objectives, our business, financial position and results of operations could be harmed. Further, we have implemented technology integrations with a number of third party business partners that we rely on to support various products (such as Groupon+ and other voucherless offerings) and augment inventory across all categories of our business. Significant disruption in these services, or breakdown of these relationships, could negatively impact our ability to grow.

We also have prioritized building a great product and customer experience. To this end, we have continued to invest in improving the customer experience, from search to purchase to redemption, in removing friction from our websites and mobile applications and in product development. For example, Groupon+, our voucherless card-linked offer product, is a new frictionless offering that we believe will improve the customer experience. Additionally, we have continued to expand our direct booking offerings that allow for seamless mobile redemption. There are no assurances that Groupon+, our booking features, third party offerings and other new products and deal structures will be successful in improving the customer experience, increasing our customer and merchant base, or improving customer purchase frequency in the short term or at all. If we are unable to realize expected outcomes from Groupon+ and other new offerings and deal structures, our business and operating results may be harmed.

With respect to our international markets, following the completion of our restructuring plan in , we expect to continue to focus on improving our products and customer experience and applying our North American playbook to our International business. If we are unable to successfully execute these initiatives and unlock the potential of our international markets, our business and operating results may be harmed.

Our efforts to execute our strategy may prove more difficult than we currently anticipate, and we may not succeed in realizing the benefits of these efforts, including increasing gross profit, unit growth or gross profit per customer, in a short time frame or at all.

Our financial results may be adversely affected if we are unable to execute on our marketing strategy.

Our marketing strategy is focused on customer acquisition, activation and conversion, purchase frequency and mobile application downloads, as well as increasing awareness of our brand and online marketplaces and introducing consumers and merchants to new products. In furtherance of this strategy, we increased our marketing expense to $ million during as compared to $ million during , and we expect our marketing spend to increase in We also expect to continue to focus on maintaining a payback period on our global marketing spend of approximately 12 to 18 months; however, there are no assurances that we will be able to achieve this result. If any of our assumptions regarding our marketing activities and strategies prove incorrect, including with respect to payback periods and the efficiency of our marketing spend, our ability to generate gross profit from our investments may be less than we anticipated. In such case, we may need to increase marketing expenditures or otherwise alter our strategy and our results of operations could be negatively impacted.

If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.&#;&#;&#;&#;

We must continue to retain and acquire customers who make purchases on our platform in order to increase profitability. Further, as our customer base evolves, the composition of our customers may change in a manner that makes it more difficult to generate revenue to offset the loss of existing customers and the costs associated with acquiring and retaining customers and to maintain or increase our customers&#; purchase frequency. If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability. Further, the organic traffic to our websites and mobile applications, including traffic from consumers responding to our emails, has declined in recent years, such that an increasing proportion of our traffic is generated from paid marketing channels, such as search engine marketing. If we are unable to acquire new customers in numbers sufficient to grow our business and offset the number of existing active customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our profitability may decrease and our operating results may be adversely affected.

Our international operations are subject to varied and evolving commercial and regulatory challenges, and our inability to adapt to the diverse and changing landscapes of our international markets may adversely affect our business.

Our international operations require management attention and resources and also require us to localize our services to conform to a wide variety of local cultures, business practices, laws and policies. Our international operations are subject to numerous risks, including the following:


our ability to maintain merchant and customer satisfaction such that our marketplace will continue to attract high quality merchants;


our ability to successfully respond to macroeconomic challenges, including by optimizing our deal mix to take into account consumer preferences at a particular point in time;


political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war);


risks associated with the withdrawal of the United Kingdom from the European Union ("Brexit"), including volatility in worldwide and European financial markets, potential restrictions on the free movement of goods and labor between the United Kingdom and the European Union and other potential impediments to our ability to transact within and between each of the United Kingdom and the European Union;


currency exchange rate fluctuations;


strong local competitors, who may better understand the local market and/or have greater resources in the local market;


different regulatory or other legal requirements, including regulation of gift cards and coupon terms, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection (including GDPR, which will become effective in May ), cybersecurity, business licenses and certifications, taxation (including the European Union's voucher directive and similar regulations), consumer protection laws including those restricting the types of services we may offer (e.g., medical-related services), banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, cause unanticipated compliance expenses or limit our ability to enforce contractual obligations;


our ability to use a common technology platform in our North America and International segments to operate our business without significant business interruptions or delays;


difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic funds transfer systems;


different employee/employer relationships and the existence and actions of workers' councils and labor unions;


difficulty in staffing, developing and managing foreign operations as a result of distance, language barriers and cultural differences;


shorter payment cycles and greater problems in collecting accounts receivable;


higher Internet service provider costs;


seasonal reductions in business activity;


expenses associated with localizing our products; and


differing intellectual property laws.

We are subject to complex foreign and U.S. laws and regulations that apply to our international operations, such as data privacy and protection requirements, including GDPR, the Foreign Corrupt Practices Act, the UK Anti-Bribery Act and similar local laws prohibiting certain payments to government officials, banking and payment processing regulations and anti-competition regulations, among others. The cost of complying with these various, and sometimes conflicting, laws and regulations is substantial. We have implemented and continue to implement policies and procedures to ensure compliance with these laws and regulations, however, we cannot ensure that our employees, contractors, or agents will not violate our policies. Changing laws, regulations and enforcement actions in the United States and throughout the world could harm our business. If commercial and regulatory constraints in our international markets restrict our ability to conduct our operations or execute our strategic plan, our business may be adversely affected.

Our future success depends upon our ability to attract and retain high quality merchants.

We must continue to attract and retain high quality merchants in order to increase profitability. We depend on our ability to attract and retain merchants that are prepared to offer products or services on compelling terms through our marketplaces and provide our customers with a good experience. We do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us. If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling their goods and services, they may stop working with us or negotiate to pay us lower margins or fees. In addition, current or future competitors may accept lower margins, or negative margins, to secure merchants offers that attract attention and acquire new customers. If competitors engage in group buying initiatives in which merchants receive a higher portion of the purchase price than we currently offer, or if we target merchants who will only agree to run deals if they receive a higher portion of the proceeds, we may receive a lower portion of the gross billings on deals offered through our marketplaces. In addition, we may experience attrition in our merchants due to shifts in our business model and the way we pay merchants, or in the ordinary course of business resulting from several factors, including losses to competitors and merchant closures or merchant bankruptcies. If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products or services with compelling terms through our marketplaces or offer favorable payment terms to us, our operating results may be adversely affected.

Our business is exposed to risks associated with our voucherless offerings.

We are developing and scaling voucherless offerings, including offers that are linked to customer credit cards, through our Groupon+ product and direct booking deals in our Health, Beauty & Wellness and Things To Do categories. Although we believe that voucherless offerings have the potential to increase customer purchase frequency and generate gross profit growth over the long term, there are no assurances that we will be able to scale our voucherless products or that our voucherless products will be successful in increasing customer purchase frequency or gross profit growth, if and when scaled. If we are unable to grow the number of voucherless products in our marketplaces, our results of operations may be adversely affected. In addition, as we scale our Groupon+ product, including investment in efforts to increase customer awareness of Groupon+ offerings, we may experience a short term negative impact to our financial performance.

Further, we currently depend on third party business partners and technology integrations for many of our voucherless offerings. Specifically, our ability to offer Groupon+ currently depends on our arrangements with card brand networks. In the event any card brand network no longer supports our Groupon+ offerings or significantly changes their fee requirements in connection with this service, Groupon+ may not grow or may fail, and our results of operations and financial condition could be adversely affected.

Further, Groupon+ deals, which offer cash back to customers&#; payment card statements based on qualifying purchases at participating merchants, involve the Company collecting fees from the merchant, rather than collecting payment from the customer and then remitting a portion of the proceeds to the merchant (as with the sale of vouchers). Accordingly, our gross billings are expected to be reduced if and when Groupon+ offerings (or similarly structured products) become a larger portion of our overall product mix.

We may be subject to breaches of our information technology systems, which could harm our relationships with our customers and merchants, subject us to negative publicity and litigation, and cause substantial harm to our business.

In operating a global online business, we and our third-party service providers maintain significant proprietary information and manage large amounts of personal data and confidential information about our employees, customers and merchants. We and such service providers are at constant risk of cyber-attacks or cyber intrusions via the Internet, computer viruses, break-ins, malware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources). These types of incidents have become more prevalent and pervasive across industries, including in our industry, and such attacks on our systems are expected to occur in the future. Further, we believe that we are a compelling target for such attacks as a result of the high profile of our brand and the amount and type of information we maintain relating to our customers and merchants. Any such incident could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information.

Any failure to prevent or mitigate cybersecurity breaches or other improper access to, or disclosure of, our data or confidential information, including non-public financial information, could result in the loss or misuse of such data or information, negatively impacting customers&#; and merchants&#; confidence in the security of our services and potentially resulting in significant customer or merchant attrition, a decline in customer purchase frequency, litigation and/or regulatory investigations, and/or damage to our brand and reputation.

Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our prominent size and scale, the large number of transactions that we process, our geographic footprint and international presence, our use of open source software, the complexity of our systems, the maturity of our systems, processes and risk management framework, our number of employees, the location of our businesses and data storage facilities, the jurisdictions in which we operate and the various and evolving laws and regulatory schemes governing data and data protection applicable to us, the extent to which our current systems, controls, processes and practices permit us to detect, log and monitor security events, our use of cloud based technologies and the outsourcing of some of our business operations.

Although cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access are a high priority for us, our activities and investment may not be deployed quickly enough or successfully protect our systems against all vulnerabilities, including technologies developed to bypass our security measures or zero day vulnerabilities. In addition, outside parties may attempt to fraudulently induce employees, merchants or customers to disclose access credentials or other sensitive information in order to gain access to our secure systems and networks. We also may be subject to additional vulnerabilities as we integrate the systems, computers, software and data of acquired businesses into our networks and separate the systems, computers, software and data of disposed businesses from our networks.

We regularly evaluate and assess our systems and the controls, processes and practices to protect those systems and also conduct penetration testing against our own system. The evaluations, assessments and testing identify areas of potential weakness in, and suggested improvements to, the maturity of our systems, processes, and risk management framework as well as vulnerabilities in those systems, processes, and risk management framework that could be attacked and exploited to access and acquire proprietary and confidential information, including information about our customers and merchants. There are no assurances that our actions and investments to improve the maturity of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion. In addition, in the future we may be required to expend significant additional resources to modify or enhance our protective measures, controls and systems or to improve the maturity of our systems, processes and risk management framework, or investigate or remediate any information security vulnerabilities. These improvements, modifications and enhancements may take significant time to implement. Further, the sophistication of potential attacks or the capabilities of our systems and processes may not permit us to detect the occurrence of cyber incidents until significant data loss has occurred. Moreover, because the techniques used to gain access to or sabotage systems often are not recognized until launched against a target, we may be unable to anticipate the methods necessary to defend against these types of attacks and we cannot predict the extent, frequency or impact these problems may have on us. Any actual breach, the perceived threat of a breach or a perceived breach, could cause our customers, merchants, card brands and payment card processors to cease doing business with us or do business with us less frequently, subject us to lawsuits, investigations, regulatory fines or other action or liability or damage to our brand and reputation, which would harm our business, financial condition and results of operations.

We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.

Competition in our industry may increase in future periods. A number of e-commerce sites that attempt to replicate our business model operate around the world. We also compete against companies that offer other types of advertising and promotional services to local businesses. In addition to such competitors, we may experience increased competition from other large businesses who offer deals similar to ours as an add-on to their core business. We also compete with other companies that offer digital coupons and/or card-linking services through their websites or mobile applications. Further, we compete against other e-commerce companies that serve niche markets and interests. In some of our categories, such as Goods and Travel, we compete against much larger companies who have more resources and significantly greater scale. In addition, we compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies who provide coupons and discounts on products and services.

We believe that our ability to compete successfully depends upon many factors both within and beyond our control, including the following:


the size, composition and retention of our customer base and the number of merchants we feature;


mobile penetration;


understanding local business trends;


ability to structure deals to generate positive return on investment for merchants;


the timing and market acceptance of deals we offer, including the developments and enhancements to those deals offered by us or our competitors;


customer and merchant service and support efforts;


selling and marketing efforts;


ease of use, performance, price and reliability of services offered either by us or our competitors;


our ability to improve customer purchase frequency;


our ability to drive organic traffic to our marketplaces;


the number, quality and reliability of the digital coupons that can be accessed through our platform;


the quality and performance of our merchants;


our ability to cost-effectively manage our operations; and


our reputation and brand strength relative to our competitors.

Many of our current and potential competitors have longer operating histories, greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in consumer habits. In addition, our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer and/or merchant bases or generate revenue from their customer bases more effectively than we do. Our competitors may offer deals that are similar to the deals we offer or that achieve greater market acceptance than the deals we offer. This could attract customers away from our websites and mobile applications, reduce our market share and adversely impact our gross profit. In addition, we are dependent on some of our existing or potential competitors for display advertisements and other marketing initiatives to acquire new customers. Our ability to utilize their platforms to acquire new customers may be adversely affected if they choose to compete more directly with us or prevent us from using their services.

Our operating cash flow could be adversely impacted if we change our merchant payment terms.

Our merchant payment terms and revenue growth have historically provided us with operating cash flow to fund our working capital needs. Our merchant arrangements are generally structured such that we collect cash up front when our customers purchase vouchers or products on our website or mobile application and we make payments to merchants or suppliers at a subsequent date, either on a fixed schedule or upon redemption by customers. For Groupon+ deals, we offer cash back on customers' credit card statements based on qualifying purchases with participating merchants. For those offerings, we remit payment to a card brand network at the time of the qualifying purchase for the customer&#;s cash back incentive and then we collect from the merchant both our commission and reimbursement for the customer&#;s cash back incentive, generally on a bi-weekly basis. The working capital impact of Groupon+ offerings is less favorable to us than voucher transactions, for which we collect payment from customers at the time of sale and remit payment to merchants at a later date. We have used the operating cash flow provided by our merchant payment terms and revenue growth to fund our working capital needs. If we offer merchants more favorable or accelerated payment terms and/or scale our Groupon+ offerings, our operating cash flow could be adversely impacted and we may have to seek alternative financing to fund our working capital needs.

Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.

In the fourth quarter of , over 69% of our global transactions were completed on mobile devices. Additionally, over million people have downloaded our mobile applications worldwide as of December 31, In order to continue to grow our mobile transactions, it is critical that our applications are compatible with a range of mobile technologies, systems, networks and standards. As part of our growth strategy, we have been developing and testing a number of product enhancements that are intended to make our offerings easier to use for both customers and merchants, including voucherless offerings that are linked to customer credit cards. Our business may be adversely affected if our customers choose not to access our offerings on their mobile devices or use mobile devices that do not offer access to our mobile applications or if we fail to develop applications and produce enhancements with adequate functionality on a wide range of mobile devices.

Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants.

Customers access our marketplaces through our websites and mobile applications, as well as via emails that are often targeted by location, purchase history and personal preferences. Customers can also access our deal offerings indirectly through third-party search engines. Our reputation and ability to acquire, retain and serve our current and potential customers are dependent upon the reliable performance of our websites, mobile applications, email delivery and transaction processing systems and the underlying network infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be prolonged and harmful to our business. If our websites or mobile applications are unavailable when users attempt to access them, or if they do not load as quickly as expected, users may not return as often in the future, or at all. As our customer base and the amount of information shared on our websites and mobile applications continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure and services to handle the traffic on our websites and mobile applications and to help shorten the time of or prevent system interruptions. The operation of these systems

is expensive and complex and could result in operational failures. While resiliency and redundancy are considerations in the design and operation of Groupon's systems, interruptions, delays or failures in these systems, whether due to earthquakes, adverse weather conditions, other natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our websites and applications, and prevent our customers from accessing our services. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures or prolonged disruptions or delays in the availability of our systems or a significant search engine, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.

In addition, a portion of our network infrastructure is hosted by third-party providers. We also rely on a variety of tools and third-party commercial partners to provide certain services and offerings (e.g., booking tools and food delivery offers). Any disruption or failure of these providers, tools and/or other third parties to handle existing or increased traffic and transactions could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.

If our emails are not delivered and accepted, or are routed by email providers less favorably than other emails, or our sites or mobile applications are not accessible, or are treated disadvantageously by Internet service providers, our business may be substantially harmed.

If email providers or Internet service providers ("ISPs") implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access our site and services. For example, certain email providers, including Google, categorize our emails as "promotional," and these emails are directed to an alternate, and less readily accessible, section of a customer's inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers&#; email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on "spam" lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed. Further, if ISPs prioritize or provide superior access to our competitors' content, our business and results of operations may be negatively impacted.

We purchase and sell some products from indirect suppliers and allow third parties to sell products via our site and services, which increase our risk of litigation and other losses.

We source merchandise both directly from brand owners and indirectly from retailers and third-party distributors, and we often take title to the goods before we offer them for sale to our customers. Further, some brand owners, retailers and third- party distributors may be unwilling to offer products for sale on the Internet or through Groupon in particular, which could have an adverse impact on our ability to source and offer popular products. We also allow third party merchants to sell products to our customers via our marketplace platform. By selling merchandise sourced from parties other than the brand owners, and allowing the sale of merchandise by third parties, we are subject to an increased risk that the merchandise may be damaged or of disputed authenticity, which could result in potential liability under applicable laws, regulations, agreements and orders, and increase the amount of returned merchandise or customer refunds. In addition, brand owners or regulators may take legal action against us. Even if we prevail, any such legal action could result in costly litigation, generate adverse publicity for us, and have a material adverse impact on our business, financial condition and results of operations, brand and reputation. Further, in any such matter, we may not be entitled to indemnification from our supplier or merchant, or able to effectively enforce the supplier&#;s or merchant&#;s contractual indemnification obligations.

We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace.

Some of the products and services offered through our marketplace may expose us to liability claims relating to personal injury, death, negligence, intentional misconduct, assault, abuse or environmental or property damage. Certain merchants and third parties sell products and offer services using our marketplace that based on the type of product or service may increase our exposure to substantial claims and litigation, especially if these sellers do not have sufficient protection from such claims. Although we maintain liability insurance, we cannot be certain that our coverage will apply to the claims at issue, be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with vendors, merchants and third-party sellers do not indemnify us from certain liability and costs or we may not be able to effectively enforce our contractual indemnification rights. Claims relating to products or services offered through our marketplace also could result in significant damage to our brand and reputation regardless of whether we are ultimately liable for any such claims.

Our processes and procedures for onboarding merchants also may expose us to liability claims or damage to our brand and reputation if the processes or procedures are deemed inadequate. Additionally, while we maintain multiple channels through which our customers can submit feedback or complaints about their experiences with merchants and other third-party sellers on our platform, because our customers often deal directly with the sellers, pertinent feedback may not be provided to us. Moreover, our evaluation of any customer feedback or complaints we receive is subjective based on the information, sometimes very limited, that our customers provide, and we may not take action in response to feedback or complaints. If our systems and procedures with respect to any such feedback or complaints are determined to be inadequate or any action or inaction is found to be inadequate, including, by way of example, not discontinuing on a timely basis offers of deals with merchants or sellers that have been the subject of material complaints, we could face substantial additional liability and damage to our brand and reputation for the misconduct of such merchants.

We are subject to inventory management and order fulfillment risks as a result of our Goods category.

We purchase a portion of the merchandise that we offer for sale to our customers. The demand for products can change for a variety of reasons, including customer preference, quality, seasonality, and customers' perception of the value of purchasing the product through us. If we or our third-party suppliers are unable to adequately predict customer demand and efficiently manage inventory, we could have either an excess or a shortage of inventory, either of which would adversely impact our business.

It is important that we fulfill orders on a timely, efficient and cost-effective basis. Many other online retailers have significantly larger inventory balances and therefore are able to rely on past experience and economies of scale to optimize their order fulfillment. Because we rely on third-party logistics providers and third-party sellers for much of our order fulfillment and delivery, many parts of the supply chain are outside our control. Delays or inefficiencies in our processes, or those of our third-party logistics providers or third-party sellers, could subject us to additional costs, as well as customer dissatisfaction, which would adversely affect our business. Additionally, in some cases we assume the risks of inventory damage, theft and obsolescence, as well as risks of price erosion for these products. These risks are especially significant because some of the merchandise we sell is characterized by seasonal trends, fashion trends, obsolescence and price erosion and because we sometimes make large purchases of particular types of inventory. Our success will depend on our ability to sell our inventory rapidly, the ability of our buying staff to purchase inventory at attractive prices relative to its resale value and our ability to manage customer returns and other costs. If we are unsuccessful in any of these areas, we may be forced to sell our inventory at a discount or loss.

We are involved in pending litigation and an adverse resolution of such litigation may adversely affect our business, financial condition, results of operations and cash flows.

We are involved in litigation regarding, among other matters, patent, consumer, privacy and employment issues. Litigation can be expensive, time-consuming and disruptive to normal business operations. The results of complex legal proceedings are often uncertain and difficult to predict. An unfavorable outcome with respect to any of these lawsuits could have a material adverse effect on our business, financial condition, results of operations and cash flows. For additional information regarding these and other lawsuits in which we are involved, see Note 10, Commitments and Contingencies, to the consolidated financial statements.

An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our profitability or net income.

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Don't Buy A Costco Membership Until You Read This

Scott Olson/Getty Images

By Mashed Staff/June 17, pm EDT/Updated: July 23, pm EDT

Groucho Marx famously declared that he didn't care to belong to any club that would have him as a member but we're willing to bet that he'd think differently about a Costco Wholesale membership.

Costco has grown to have a cult following since it first opened in in Seattle. Back then, archival photos show individual memberships cost $30, plus $15 for a spouse (quite a bargain compared to today's prices!), but anyone who's shopped at the warehouse club recently will recognize the same industrial shelving, oversized packages, cement floors, and crowds of eager shoppers scoring awesome deals.

Today, Costco has nearly stores across the globe and is fondly known for its food court with the $ hot dog and soda combo, its private-label wines that rival award-wining vintages, and its giant-sized packages of just about everything. Even Mr. Marx might agree that this is one membership investment that can pay off big-time and anyone can join if they have $60 for the basic fee.

But before you head to your nearest Costco to get your card, read on to learn all you need to know about joining the club.

You can check out the store for free before you invest

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Here's a secret that just might blow your mind: You don't need a membership to get in the doors. There are a few ways even nonmembers can check out the fabled aisles of savings. The easiest way is probably finding a buddy who's a member and tagging along on their next shopping trip. Technically, only members can make purchases, but as long as your friend lets you scan her member card at the register, you'll be able to pay for your own pack of toilet paper.

Another way to get in is to get a Costco Cash card. This gift card lets you shop without a membership, using the value on the card to pay for your gallon-sized bottle of maple syrup and your three-pound sack of lemons. Only members can buy Costco Cash cards, so, again, you'll have to know someone who is a member to get the hookup. But once you have that gift card in hand, you can give the store a real test drive — and even take some of those must-have bulk items home with you.

Know that not everything is a deal at Costco


If you're getting a membership simply because you want to save big bucks on everything you buy, know that some items sold at Costco are not much cheaper than if you bought them in a traditional grocery store. Certain cheeses and organic milk, for instance, don't seem to be that great of a deal compared to buying them at your local supermarket. In a comparison test, one report shows that certain produce, fresh chicken, and coffee were also cheaper at a regular store.

This is why it's a good idea to do a quick recon of the store before you invest in a membership. Make a list of some of your most frequently purchased items and check the prices at Costco, then compare them to what you normally pay. 

Another thing to consider: Like any warehouse club, most of Costco's products are sold only in larger-sized packages. It might be cheaper when you calculate the price per ounce, but for perishable items, if you can't eat it all before it goes bad, you're actually losing money (not to mention wasting food!). We're not saying a Costco membership doesn't have it's benefits, but those benefits vary based on what you regularly purchase.

You can sometimes get a membership at a discount

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Does the $60 price tag seem too steep? Occasionally, Costco memberships can be found at a discount or with a bonus for new members, in the form of a gift card. In , a Living Social deal, priced at $60, included the membership, a $20 Costco Cash Card (hey, you could give it to a friend who wants to check out the store without a membership!), and assorted goodies ranging from a package of batteries, to discounts on meat and online shopping.

Keep an eye on Groupon and Living Social for these types of deals, and be sure to grab them when you see them, as they're often in limited quantities. We've also seen savings like these through banks and other organizations. And occasionally there are even special deals offered for teachers, where they can get a coupon booklet with the purchase of a new membership. The booklet is good for $60 worth of merchandise, offsetting your initial investment. 

If you're not to antsy to start spending at Costco, being patient could gain you a cheaper membership — or at least a cheaper bill on your first shopping trip.

You can only pay at Costco via these methods


If you prefer to pay for your shopping with an American Express, MasterCard, Discover Card, or Diner's Club Card, you're out of luck. Costco only accepts Visa network cards for credit card payments. You can also pay via debit card, cash, check or EBT. 

Costco had a longtime relationship with American Express starting in , but discontinued that partnership around , which is when AmEx was no longer accepted in the warehouse stores, and Visa was phased in. While AmEx customers might be frustrated that they can't flash their plastic at Costco, Visa charges a lower fee so hopefully those savings are passed onto members.

So, when you head to the store, make sure your debit card is loaded up or your Visa has plenty of balance available just in case some of Costco's less conventional offerings catch your eye: a digital piano or an inflatable stand-up paddleboard, perhaps?

Springing for the executive membership might be worth it

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here are a few options for Costco memberships. The basic membership is called the Gold Star membership. Priced at $60, it's the minimum you can spend to get in the door and start throwing some of that Kirkland-brand goodness –which is often 20 percent cheaper than most other brands in the store — into your extra-large shopping cart.

The Gold Star Executive membership is the other option for individuals. It costs twice as much as the Gold Star membership, but before you dismiss it outright, think about how much you might spend at the store each year. Because you get 2 percent back on your purchases (in the form of a Costco gift certificate to spend in the store), spending around $ a year (that's $/month) is enough to offset that extra $60 you spent on the higher-priced annual membership. Executive members also get extra benefits on certain Costco services, too.

If you think you'll be a true Costco fan, the Costco credit card offers even more benefits

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When Costco discontinued its aforementioned AmEx partnership, it quickly aligned with Citi to offer an official Costco credit card. The Costco Anywhere credit card can be used not only at Costco (and it works in place of your membership card), but anywhere else that accepts Visa, too.

And there are plenty of perks and rebates, too, such as a percentage back for just about everything you buy with it, ranging from four percent back for certain gas purchases to one percent back for everything else. According to a review, these rebates are higher than the original American Express Costco card.

You need a membership to get the Costco Anywhere card, but if you plan to apply for the credit card, just spring for the basic Gold Star membership, since purchases with the card will get you that same 2 percent back you get with the Executive level membership.

The reward gets paid out every year in the form of a certificate, which you can redeem for cash at a Costco store, or use in the store towards more stuff perhaps even a package of Costco's number-one selling item: toilet paper.

If you're not happy with your membership, you can always get a refund

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Let's say you've weighed the pros and cons, and finally purchased a membership. But perhaps you quickly discover that the store is too far away to make it worth the long drive, you're having trouble storing all the giant packages in your small house, or you just have grown weary of fighting the free-sample-hungry crowds when you're just trying to get to the checkout with your bottle of Kirkland wine.

According to the company, if you're dissatisfied with your membership, they'll refund the fee in full at any time. No questions asked. It's not even unheard of to buy and return a Costco membership in a single day! 

So, go ahead and treat yourself to that Costco membership. What have you got to lose? Only, perhaps, a dress size if you stock up on some of Costco's priced-to-sell exercise equipment!

You can share your membership

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With a Gold Star or Executive membership, you can get a second card for another member of your household; they just need to live at the same address as you do. These household members get their own photo ID membership card, and can use it to enter the store and make purchases on their own — you don't even need to be with them.

In addition to their additional household member, business members can also add members for $60 each (which, since membership costs $60 in the first place, isn't much of a deal!).

And, since shopping is usually more fun with a buddy, know that you can always bring up to two guests with you every time you shop. It's a great way to introduce Costco to potential new members and to have an extra hand or two to load up all your bargains into the back of your SUV.

Student and members of the military can get extra perks with memberships


Are you in college, or do you someone who is? A Costco membership can help budget-challenged students with well-priced beer, Cheerios, frozen pizzas, microwave popcorn, and other staples of college life. And you can save even more by buying your membership through UniDays, where you are eligible for a $20 Costco card (that'll buy you a lot of ramen noodles!). Of course, your other option is to wait until you go home to visit your parents, and convince them to take you shopping with their own membership maybe you'll get lucky and they'll even pay for your stuff!

Veterans and active members of the military are rewarded for their service to the country with a special promotion of their own. New Costco members who sign up still pay $60 for their basic membership, but they'll get that $60 back in the form of a booklet full of coupons for free and deeply discounted items.

You don't need a membership for all of Costco's services


You don't necessarily need to be a member to enjoy all of Costco's many benefits. Anyone can grab lunch or dinner at the food court. It's usually located near the exit, so just enter through the exit or near customer service to grab your favorite menu item.

In some states, liquor must legally be available for sale to the public, without any membership restrictions. In that case, even Costco nonmembers can shop Costco's extensive liquor department — some even have their own entrances — where you can find name-brand spirits as well as the company's private-label Kirkland brand offerings.

Finally, nonmembers can take advantage of some of Costco's health-related services. They can get eye exams, since the optometrists are not employed by Costco (but they can't buy glasses). And, in most states, nonmembers can fill prescriptions at Costco pharmacies, enjoying lower prices on both human and pet medication. One report ranks prices on Costco medications second-lowest among a range of other pharmacies.It's important to note, though, that prices on meds are even lower for club members, thanks to the Costco Members Prescription Program.

And if you really need a way to get your hands on some of those great Costco-only products, you can shop or via Instacart, but nonmembers pay slightly higher prices, as well as delivery fees, if applicable.

Your Costco membership gets you into any store in the world

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That's right, while visiting a Costco might be the last thing on your itinerary while you're traveling internationally, tucking your membership card into your fanny pack could come in handy. You could replace a broken suitcase, grab a couple of cheap beach towels, or buy a few outfits if your luggage got lost by the airlines. Or maybe you're just missing the taste of Costco's cheap and delicious hot dogs from the food court.

There are more than Costco locations outside of the U.S. as of , and the company has an aggressive growth plan in Europe. And while the European Costco locations sell a lot of similar products to their American counterparts, you might be able to score some locally produced foods or other merchandise. (And actually the similarities in selections may have their perks: one homesick American in Paris found that Costco was a great place to stock up on hard-to-find items from home, like marshmallows and pumpkin pie)

Make the most of your membership with other services


Your Costco membership nets you way more than just the opportunity to buy bulk groceries. If you buy a membership, look beyond the awesome deals in the grocery aisles and see what else Costco has to offer in the way of services.

Like to travel? As a Costco member, you have access to its exclusive travel service, which offers negotiated rates on vacation packages, cruises, hotels, and even rental cars. And the company recently changed its policy so that Executive members get 2 percent back on travel purchases after the trip has been completed.

Costco services also extend to savings that aren't quite as glamorous as travel. You can get special member pricing on new or used cars. More than 1 million Costco members have bought cars through Costco in the past five years (as of February ), with discounts being estimated at around $ off a more traditional car-buying avenue.

There are also savings on home repair services, appliances, insurance, and even smaller services like check printing or photo developing. Costco's automotive departments are an affordable place to buy new tires and car batteries.

Finally, you can even get prescription glasses or contacts in Costco's optical department, which are staffed with opticians and optometrists to get eye exams (and yes, they accept many forms of insurance).

Costco's aisles aren't labeled on purpose

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Before you buy a Costco membership, you'll probably want to know what the shopping experience is like. To put it succinctly, a visit to the warehouse store will require a lot of walking.

One sneaky trick Costco uses to get shoppers to spend more money is omitting labels from its aisles. Not only that, the store will often move certain staple items to different areas of the building. This ensures that customers never really know exactly where they're going. In turn, they're forced to cover every corner of the store and walk down every aisle.

Costco isn't trying to help you get your steps in. Instead, it's trying to get you to see as many items as possible in hopes that when you lay your eyes on the count package of Cup Noodles or jumbo tub of Nutella, you'll decide you can't live without it. Next thing you know, you have things in your cart you never expected to buy and Costco just got a little bit richer.

Costco is the country's largest seller of wine

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If asked to name the biggest wine retailer in the country, it would likely take you quite a few guesses to finally land on Costco. And yet it's true: Costco is the largest seller of wine in the United States, totaling more than $ billion in annual sales. This accounts for half of the company's yearly alcohol sales.

The secret to Costco's success in hawking wine is the same it uses for all of its other products — selling it for significantly less than its competitors. According to Delish, the wholesaler marks up wine for roughly 14 percent. Other retailers bump up the price by up to 50 percent. But even though it's known for its low prices, Costco doesn't just deal in the cheap stuff. Believe it or not, the wholesale giant imports more high-end French wines than anyone else in the world.

Costco is one of the country's largest pizza chains

Perusing the vastness that is a Costco warehouse is sure to make you work up an appetite. But fear not, the company has you covered.

Although it is not your typical fast food joint, with more than locations in the United States, Costco is one of the largest pizza chains in the country. For reference, that's more stores than well-established pizza places such as Cicis, Chuck E. Cheese's, and MOD Pizza, and nearly twice as many locations as Sbarro.

The store sells a slice for less than $ (The same price applies, regardless of your choice of topping). And if you don't think you're getting a good slice for that price, think again. Costco's pizza has a strong following as the store doesn't cut corners. According to Southern Living, a cheese pizza includes two full pounds of cheese, and a pepperoni pie is adorned with precisely 60 slices. As for freshness, a Costco supervisor claims that, "A pizza slice that doesn't sell within the hour gets thrown out and replaced."

A Costco membership might just be worth it for the chicken alone


Let's be honest: there are nights where we might not know what's going on the dinner table, much less how it's going to get there. Fast food and pizza might be a viable option, but they're not always the healthiest. That's where Costco comes in.

If you're on the fence about getting a Costco membership — and you also just happen to be feeding a family on a busy schedule — here's some literal food for thought. Costco's rotisserie chickens are insanely popular. According to Fortune, Costco sells about $60 million rotisserie chickens a year. They might just make getting a membership worthwhile. 

For starters, the list of ingredients and seasonings is filled with some of the least controversial ingredients you might see on the dinner table. Mashedpreviously found that while there's a decent amount of sodium in these delicious birds, there's not as much as you might expect: milligrams per serving. That's definitely not as much as you might get if you took a swing through the McDonald's drive-thru for dinner, where a McChicken contains milligrams of sodium. Costco's rotisserie chickens are delicious, versatile, and picking one up means that with just a bag of frozen veg from the freezer, you can put a meal on the table quickly — and it won't taste like regret.

It could save pet owners a ton of money


If your household includes a furry family member, you might want to stop hesitating about that Costco membership and go ahead and take the plunge.

Anyone who's had cats and dogs knows how expensive medications can be, from pills prescribed by a vet right down to regular treatments like heartworm pills. You should know that Costco's pharmacy doesn't just cater to humans, they also have a wide range of pet meds that could make your membership worth it for their prices alone.

Costco Pharmacies can transfer and fill your pet's medications the same way they fill human ones, and that includes things like NexGard (for flea and tick prevention) and Interceptor (for protection against heartworm and internal parasites). 

Couple that with the fact that Costco also has a Member Prescription Program that allows members to get anywhere from two to 40 percent off their prescription drugs, and that could add up to some serious savings. Before you get your membership, get your prescriptions organized, and start saving immediately.

There have been changes at Costco due to COVID

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Before you sign up for your annual membership fee, you should also consider the changes that the store has made in response to the COVID pandemic, per Costco.

Many updates are simply for the protection of staff and customers alike. Face masks are mandatory for adults, and those who are exempt from wearing face masks because of medical conditions are required to wear a face shield. Social distancing measures are in place, and there are limits on the quantities of certain products that you can purchase.

There are some other rules in place that — depending on how and when you shop — might make you think twice about a membership. If your work schedule restricts your shopping hours, you should know that Costco has implemented Special Operating Hours on weekdays in many of its locations. (That's typically between 9 and 10 a.m., but can vary based on location.) During those hours, only members 60 years or older — or those who are immunocompromised, or are disabled — will be allowed into the store. No guests will be allowed to accompany them, and in some locations, that means only one person per card will be allowed into the store. 

There are also special measures in place for first responders and healthcare workers: with proper ID, they will be given priority access to the store. (Except in Massachusetts, where state regulations forbid these workers from shopping during senior-only hours.)

How much online shopping will you be doing at Costco?


If you've spotted a few good deals on the Costco website and you're wondering if a membership is worth it, here's the deal.

Anyone can shop online at without a membership, but there's a catch. When you check out, you'll be charged a five percent surcharge, in addition to any shipping fees that you might accumulate (via Costco Customer Service). Also, when Business Insider did some comparison shopping, they found that the prices listed on the website were as much as 20 percent higher than in-store prices. (The idea, they say, is that it's likely an attempt to get people to head to the store and shop in person, where they're more likely to be tempted by impulse buys.) 

So, what's the bottom line? The New York Times did the math, and found the cutoff: If you're going to be spending $ or more on the Costco website, then it's worth it to become a member. If you're under that number — and only shop there online — then the membership fee isn't worth it.

Buying in bulk at Costco can cost you more

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Getting a membership at Costco to buy in bulk might seem like a no-brainer. You get more, and even if the up-front cost is more, you're going to save money in the long run, right? Maybe not.

Some seemingly safe bulk buys will actually go bad way faster than you might think, so if you're eyeing a Costco membership for the bulk deals, you might want to assess what you're really going to be buying.

MoneyCrashers says that brown rice, for example, only has a shelf life of six months. Seriously! Even oatmeal only lasts for about a year, while those bags of seeds and nuts you're stockpiling for down-the-road baking projects should be used within six months of their expiration date, too. Other products that have a shorter shelf life? Olive oil, all-purpose flour, and most spices (via The Balance).

But what about things you're not going to eat? Household cleaning products, detergents, soaps, and skincare products are great bulk buys, right? Not so fast. Researchers have found that when it comes to cleaning products, they only keep their oomph for a maximum of a year. And those skincare products? The longer they sit around, the more likely they are to become contaminated with bacteria that you're then introducing to your skin. Opened containers should be used within the year, and that sheds a whole new light on whether or not that giant tub of skin cream is worth it.

Costco takes their store brands very seriously

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Every household has its unique habits, and for some, that means a reliance on name brands. We all know that person who has to have Starbucks coffee, who swears Duracell batteries last longer than any other kind, or who believes that the only real tuna fish sandwich is the one made with Bumble Bee tuna.

If your love of name brands is making you think twice about a Costco membership, you should know that you might not have to worry.

Sure, you'll be going to Costco and stocking up on Kirkland products, but you should know that not only does Costco take the quality of their products very seriously, but some of them might be the exact same thing you get under brand name labels. That Kirkland brand coffee? Read the small print, and you'll see that it boasts "Custom roasted by Starbucks." Yahoo! Finance says that their batteries are actually made by Duracell, and their tuna? Yes, it's Bumble Bee. And those are just a few examples of the name brands that manufacture products for Costco. 

Even if you can't find your favorite name brands hiding under another label, you should also know that Mashed found a ton of products — from olive oil and animal crackers to vodka — that Costco and Kirkland just does better.

If you love sales and coupons, it might not be worth it


There's something satisfying about scoring a bargain, especially when it's on something you use all the time. And coupons? Somehow — in an age when many newspapers and magazines have gone completely digital — coupons are still a thing. And it's kind of understandable: Shows like TLC's Extreme Couponing make it seem like anyone who's dedicated enough could get their shopping for free (via Money Crashers).

While not everyone goes to those extremes, those who love hunting down sales and clipping coupons for the thrill of savings might find Costco isn't a good fit for them. 

When Business Insider did some comparison shopping, they found that if you're already hunting for the best deals, buying what's on sale at regular grocery stores, and clipping coupons, you're probably not going to save any money with a Costco membership. Break things down into their "per unit" cost, and you'll find that grocery store chains often have better deals on the stuff you buy all the time — especially if you wait to stock up when things go on sale. Factor in the added bonus of being able to buy smaller sizes that will stay fresh longer, and bargain-hunters will find they might want to skip getting that Costco membership.

Figure out how close you live to Costco

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Costco has such a cult following that at a glance, it might seem like getting a membership for a once-a-month trip could be an adventurous way to shake up your shopping habits. But according to Business Insider, finding out where the closest Costco is to your home — or work — goes a long way in telling you whether or not a membership is going to be worth it.

While there's drive time, gas, and wear on your car to consider, there's also the question of motivation. If there's not a Costco that's conveniently located for you, the chances of you taking time out of your busy schedule to go significantly decreases.

It sounds like it shouldn't be a big deal, but look at it this way: They say that Costco only has stores located in the US and Puerto Rico. Consider the fact that at the same time Walmart boasted 4,, and it's pretty clear which one might be more convenient. 

Let's put it this way: When is the last time you opted for getting up off the couch to put in a DVD over the convenience of just turning on Netflix? Choosing the more convenient shopping option works in pretty much the same way.

Don't forget to weigh your options

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If you're thinking about a Costco membership, you should know that not all warehouse stores were created equal. The best one for you depends on your own individual needs, so doing some research is key.

What exactly do we mean? For example, CNBC compared shopping online at Costco with shopping online at BJ's. Of the 26 products they compared, BJ's was a clear winner in 18 of them, which suggests that if you're an online shopper, you might want to check out BJ's instead. Not only are they generally cheaper, but they also accept coupons — Costco doesn't.

On the other hand, Investopedia says that when they compared Costco and Sam's Club, they found that Costco had a wider variety of store-brand products that were ultimately cheaper. But, Sam's Club offered more choices when it came to name brands. However, recent store closures mean that people who once had easy access to a Sam's Club might not have one around the corner anymore.

Bottom line? Do some comparison shopping before you commit, and make sure you're going to make the most out of a membership.


[Groupon] 50 Pack of Energizer AA/AAA batteries $/$

Mar 25th, am
Deal Addict
Jul 28,

Mar 25th, am

[Groupon] 50 Pack of Energizer AA/AAA batteries $/$

Mar 25th, am
Nov 28,

Mar 25th, am

Any coupon code we can add? Is it cheaper than the deal at costco?
Mar 25th, am
May 12,

Mar 25th, am

if only there was a 50% coupon
Mar 25th, am
Deal Addict
Jul 28,

Mar 25th, am

Mudstrap wrote: ↑Any coupon code we can add? Is it cheaper than the deal at costco?
Way cheaper than Costco Duracell but more expensive than Costco Kirkland.
Mar 25th, am
Nov 28,

Mar 25th, am

Mar 25th, pm
Apr 7,

Mar 25th, pm

The Costco in Markham has the Duracell 48 pack for $ For those who don't need so many batteries at once, Staples has the 20 pack AA Duracell for $ and 10 pack AAA Duracell Quantum for $ 51_1_
PunPryde wrote: ↑Way cheaper than Costco Duracell but more expensive than Costco Kirkland.
Mar 25th, pm
Deal Expert
Aug 22,

Mar 25th, pm

Mudstrap wrote: ↑Is it cheaper than the deal at costco?
I'm fairly certain this is cheaper than Costco for AAAs but for AAs I'd rather buy Kirkland since they're like $12 for roughly this number.
The difference in life isn't worth the % increase in cost.
Mar 25th, pm
Sr. Member
User avatar
Aug 22,

Mar 25th, pm

Perfect timing. Ran out of stock on my AAA batteries.

Mar 25th, pm
Sr. Member
Nov 26,

Mar 25th, pm

When I was at costco Burlington on thursday, the Duracells were on sale. The 48 pack AA is about $5 off. So roughly $20 for AAA on sale too.

Aaa membership 2016 groupon

Topsfield Fair DiscountsThe Topsfield Fair is September 30, to October 10, in Topsfield, Massachusetts.

Admission to the Topsfield Fair varies. Weekday admission at the gate is $11 and weekend, holiday and admission on October 7, is $15 at the gate. Children under 8 are FREE with a paid adult. General admission purchased online in advanced is $9 (not sure when the cutoff for this is so buy soon if interested).

On Monday, October 3, , people age 60+ can receive admission for $8 for Senior Citizens Day. On Tuesday, October 4, , military members and their immediate family can receive free admission with proper ID for Military Day.

If you are looking for discounts to the Topsfield Fair, Groupon currently has a daily deal for $22 for two people which also includes skip the line. There is also another option which includes 10 ride tickets, admission for two and skip the line for $

If you are an AAA member, you can also receive discount tickets for $9, but you may want to stop into a branch (I&#;d call first to make sure they carry them/still have some) to grab tickets to avoid shipping charges online.

Also, keep an eye out for coupons at local North Shore businesses for the Topsfield Fair. If you&#;ve seen Topsfield Fair coupons anywhere, please leave them in the comments to help others out!

Will you be going to the Topsfield Fair this year? Have you been before?

*This post contains an affiliate link to Groupon. Please see my disclosure policy if you have any questions.


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