Groupon 2013 Annual Report Download - page 125

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GROUPON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
117
expense on these awards is recognized on a straight-line basis over the requisite service period.
The table below summarizes activity regarding unvested restricted stock for the year ended December 31, 2013:
Restricted Stock
Weighted- Average Grant
Date Fair Value (per share)
Unvested at December 31, 2012....... 577,048 $ 10.31
Vested............................................ (443,373) $ 9.31
Forfeited........................................ (35,998) $ 12.67
Unvested at December 31, 2013....... 97,677 $ 14.00
The fair value of restricted stock that vested during the years ended December 31, 2013, 2012 and 2011 was $4.1 million,
$10.2 million, and $8.6 million, respectively.
Subsidiary Awards
The Company made several acquisitions during the years ended December 31, 2011 and 2010 in which the selling
shareholders of the acquired companies were granted RSUs and stock options in the Company's subsidiaries ("subsidiary awards").
These subsidiary awards were issued in conjunction with the acquisitions as a way to retain and motivate key employees. They
generally vested on a quarterly basis for a period of three or four years, and were potentially dilutive to the Company's ownership
percentage of the corresponding subsidiaries. A significant portion of the subsidiary awards were classified as liabilities on the
consolidated balance sheets due to the existence of put rights that allowed the selling shareholders to put their stock back to the
Company. The liabilities for the subsidiary awards were remeasured on a quarterly basis, with the offset to stock-based compensation
expense within "Selling, general and administrative" on the consolidated statements of operations. The Company modified its
liability-classified subsidiary awards in 2012 by paying $17.0 million in cash and issuing 660,539 shares of the Company's common
stock to settle the vested portion and providing for future settlement of the unvested portion in cash or shares of the Company's
common stock upon completion of the requisite service period. See Purchases of Additional Interests in Consolidated Subsidiaries
in Note 3 "Business Combinations and Acquisitions of Noncontrolling Interests."
11. INCOME TAXES
The components of pretax (loss) income for the years ended December 31, 2013, 2012 and 2011 were as follows (in
thousands):
Year Ended December 31,
2013 2012 2011
United States ..................................................................................... $ 62,021 $ 88,638 $ (42,775)
International ...................................................................................... (80,930) 6,304 (211,290)
(Loss) income before provision for income taxes............................. $(18,909) $ 94,942 $ (254,065)