Locate on the SEC EDGAR the S-1 filed by Groupon on June 2, 2011, and the amended S-1 (S-1/A) filed on November 1, 2011. Using the S-1s, SECs letter dated June 29, 2011, and Groupons response dated July 14, 2011, write a memo (up to 3 pages, 12-point Times New Roman font, one-inch margin on all sides, double spacing) using the format in the Memo Guidelines to address the following questions:

In the original S-1 filing, Groupon presented a non-GAAP measure called ACSOI. It was later removed after the SEC objected.

What is ACSOI? How is it defined? Why do you think Groupon would prefer to use this measure rather than GAAP earnings?

Why did the SEC question the inclusion of ACSOI in Groupons S-1?

Do you agree with Groupons argument that discretionary expenses, such as subscription acquisition costs, should be excluded from the financial measures of a companys performance?

One of the key comments from the SEC involved Groupons choice between gross and net reporting for revenues.

Compare the reported revenues, for fiscal years 2008, 2009, and 2010, in the original S-1 (June 2, 2011) and the amended S-1 (November 1, 2011). What caused the changes? Cite the FASB Codification for authoritative support of the changes.

Which of the two amounts do you think Groupon preferred? Why did they prefer it? Do you agree with Groupon or SEC on this matter? Briefly explain.