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BREAKING NEWS FROM CNBC'S KATE KELLY: SEC REVIEWING GROUPON ACCOUNTING METRICS

WHEN: WEDNESDAY, JULY 27, 2011

WHERE: CNBC'S "THE STRATEGY SESSION"

Following is the unofficial transcript of breaking news from CNBC's Kate Kelly today on "The Strategy Session."

All references must be sourced to CNBC.

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DAVID FABER: WHEN IT COMES TO SOCIAL MEDIA BY THE WAY THERE ARE NO SHORTAGE OF EAGERLY AWAITED IPOS AND THAT IS WHERE WE START OUR SHOW TODAY GROUPON THE SOCIAL INTERNET DISCOUNTING COMPANY HAS AN IPO REGISTRATION STATEMENT UNDER REVIEW AT THE SECURITIES AND EXCHANGE COMMISSION AND THAT IS WHERE OUR OWN KATE KELLY WILL TAKEOVER WITH THE STORY KATE WHAT DO YOU GOT

KATE KELLY: DAVID THE INTERNET GROUP DISCOUNT PROVIDER HAS BEEN ONE OF THE YEARS MOST ANTICIPATED IPOS SINCE ITS ORIGINAL FILING WITH THE SEC JUNE 2ND BUT SOME OF GROUPONS UNIQUE WAYS OF MEASURING SUCCESS HAVE DRAWN SCRUTINY FROM BOTH THE PUBLIC AND NOW FROM THE COMMISSION AS PART OF THE STANDARD PRE-IPO PROCESS THE SEC IS REVIEWING GROUPONS S1 AND DISCUSSING CHANGES THAT MIGHT IMPROVE IT IN MID JULY GROUPON FILED AN AMENDED S1 THAT REFLECTED A ROUND OF INTIAL SUGGESTIONS SAYS SOMEONE FAMILIAR WITH THE MATTER BUT THE DIALOGUE IS ONGOING ONE AREA OF PARTICULAR FOCUS IM TOLD BY MULTIPLE SOURCES HAS BEEN GROUPONS SELF SELECTED FINANCIAL METRICS NOTABLY GROSS PROFIT AND CONSOLIDATED SEGMENT OPERATING INCOME OR CSOI GROSS PROFIT IS WHAT GROUPON RETAINS AFTER PAYING A MERCHANT ITS SHARE OF THE PROFITS FROM A SALE BUT THE METRIC DOES NOT INCLUDE CERTAIN EXPENSES LIKE MARKETING CSOI IS A WAY OF MEASURING OPERATING INCOME WITHOUT INCLUDING THINGS LIKE CUSTOMER COSTS AND STOCK BASED COMPENSATION WHICH GROUPON AFFECTIVELY CONSIDERS TO BE ONE OFF ITEMS THE SEC HAS CONCERNS ABOUT HOW THESE METRICS ARE USED AND PRESENTED IM TOLD AND IS HASHING OUT WITH GROUPON HOW BEST TO PRESENT THEM IN ITS PERSPECTUS AS A RESULT THE REVIEW PROCESS USUALLY 2 TO 3 MONTHS LONG IS TAKING A LITTLE LONGER AND IT LOOKS LIKE THE IPO EXPECTED TO BE A BILLION DOLLARS OR MORE IN SIZE WONT COME UNTIL MID TO LATE SEPTEMBER AS A RESULT. WE SHOULD NOTE THAT GROUPON DOES INCLUDE GAP FINANCIALS IN ITS S1 AND THAT IT EXPLAINS IN SOME DETAIL WHAT COMPRISES BOTH GROSS PROFIT AND CSOI SO THE FACTS ARE ALL THERE BUT THE QUESTION DAVID SEEMS TO BE ONE OF TONE AND EMPHASIS AND THATS KIND OF WHAT THE COMPANY IS WORKING THROUGH RIGHT NOW.

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