SecProbe.io

July 14 , 2014

Via E -mail
Mr. Jason E. Child
Chief Financial Officer
Groupon, Inc.
600 West Chicago Avenue, Suite 400
Chicago, Illinois  60654

Re: Groupon, Inc.
Form 10-K for the Year Ended December 31, 2013
Filed February 2 1, 2014
Response dated June 27, 2014
  File No. 1 -35335

Dear Mr. Child :

 We have reviewed your response letter and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comment applies to your f acts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

Form 10 -K for the Year Ended December 31, 2013

Revenue Recognition, page 73

1. We are considering your response to comment 2  from our letter dated June 13, 2014 .
Please respond to the following questions so that we may fully understand the facts and
circumstances of your revenue recognition in Germany.

 Please explain to us the det ails of the civil case decided by the Regional Court of
Berlin in October 2011 including the identity of the parties involved and the
purpose of the suit.  Tell us who appealed the ruling and why it was appealed.

Mr. Jason Child
Groupon, Inc.
July 14 , 2014
Page 2

  Tell us if you recorded a VAT liability in February 2012 and if not, please explain
why not.
 We note, in most jurisdictions, your obligation to the merchant ends shortly after
voucher expiration.  However , in Germany, as a result of the consumer protection
provisions of German civil law, merchants may be required to honor vouchers
beyond the stated expiration date.  Tell us how your agreements with merchants in
Germany addressed voucher redemptions after the expiration date.  Specifically,
under your contracts with merchants, tell us if you were leg ally obligated to make
a payment to a merchant in the event a voucher was redeemed after the expiration
date.
 Please explain to us your consideration of the impact of the consumer protection
provisions of German civil law on your obligations to the purchas ers of Groupons
in Germany.  Specifically address why, as a result of the consumer protection
provisions of German civil law, it was not considered reasonably possible for the
Company to be obligated to refund expired vouchers in Germany.
 Tell us how you r ecorded the one -time increase in third party revenue in the
quarter ended September 30, 2012.  Include the specific line -items impacted and
the amounts recorded in your response.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage , Accountant Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact Kate
Beuken kamp, Attorney -Advisor , (202) 551 -6971  or Ajay Koduri, Senior Counsel, at (202) 551 -
3310  with any other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director