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Grubhub Investor Presentation

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Unaudited Combined Financials – 2014 & 2015<br />

(MM unless otherwise noted) (1) Q1 2014 Q2 2014 Q3 2014 Q4 2014 2014 Total Q1 2015 Q2 2015 Q3 2015 Q4 2015 2015 Total<br />

Active Diners – Ending (000s) 3,851 4,192 4,571 5,029 5,029 5,604 5,932 6,431 6,746 6,746<br />

Daily Average Grubs (000s) 181.2 174.5 172.7 202.7 182.8 234.7 220.1 211.5 241.8 227.1<br />

Gross Food Sales (000s) $433.0 $422.6 $423.8 $508.0 $1,787.4 $589.9 $567.6 $553.6 $642.5 $2,353.6<br />

Net Revenue $58.6 $60.0 $61.9 $73.3 $253.9 $88.2 $88.0 $85.7 $100.0 $361.8<br />

Operating Expenses (2)<br />

Sales and Marketing 16.1 16.2 14.9 19.0 66.2 24.1 20.7 21.4 24.9 91.2<br />

Operations and Support 15.1 14.7 14.9 17.8 62.5 22.7 24.6 27.6 32.5 107.4<br />

Technology 5.3 6.1 6.6 7.2 25.2 7.7 7.9 8.4 8.8 32.8<br />

Depreciation & Amortization 5.5 5.6 5.7 5.8 22.7 6.2 8.8 6.3 6.7 28.0<br />

General & Administrative 8.0 8.4 7.5 6.7 30.7 8.5 9.6 9.8 11.1 39.0<br />

Total Operating Expenses $50.1 $51.0 $49.6 $56.6 $207.3 $69.3 $71.6 $73.6 $83.9 $298.4<br />

Operating Pre-tax Income $8.5 $9.0 $12.4 $16.8 $46.6 $19.0 $16.3 $12.1 $16.1 $63.5<br />

Merger and Restructuring Costs (3) 0.3 0.2 0.7 0.5 1.6 0.6 0.1 0.4 0.5 1.6<br />

Total Pre-tax Income $8.2 $8.8 $11.7 $16.3 $45.0 $18.4 $16.2 $11.7 $15.6 $61.9<br />

Non-GAAP Diluted EPS ($) $0.10 $0.07 $0.12 $0.17 $0.47 $0.18 $0.17 $0.13 $0.19 $0.68<br />

Adjusted EBITDA (4) $16.4 $16.9 $20.4 $25.0 $78.7 $28.3 $28.4 $21.5 $26.8 $105.0<br />

(1) Totals may not sum due to rounding<br />

(2) Excludes non-cash acquisition adjustments related to stock-based compensation<br />

(3) Includes transaction, integration and restructuring related costs associated with the merger of GrubHub and<br />

Seamless, which operated as separate companies until August 8, 2013<br />

(4) Excludes deal and restructuring costs and stock-based compensation expense<br />

26

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