Exhibit 99.1

GRUBHUB REPORTS third QUARTER 2019 RESULTS

Grubhub generates 30% revenue growth in the third quarter

CHICAGO, October 28, 2019 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended September 30, 2019 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $322 million, which is a 30% year-over-year increase from $247 million in the third quarter of 2018. Gross Food Sales grew 15% year-over-year to $1.4 billion, up from $1.2 billion in the same period last year.

"Our teams had another strong quarter of execution, adding nearly one million active diners and 15,000 restaurants to our platform," said Matt Maloney, Grubhub founder and CEO. "As we detail in our shareholder letter, we are entering the next phase of growth in the U.S. online food ordering industry where it is increasingly important to create a differentiated experience for diners and long-term value for restaurants. We are excited to leverage the robust profitability of our core business and best-in-class restaurant-facing products to grow our two-sided marketplace in a sustainable manner."

Third Quarter 2019 Highlights

The following results reflect the financial performance and key operating metrics of our business for the three months ended September 30, 2019, as compared to the same period in 2018.

Third Quarter Financial Highlights

• Revenues: $322.1 million, a 30% year-over-year increase from $247.2 million in the third quarter of 2018.

• Net Income: $1.0 million, or $0.01 per diluted share, a decrease from $22.7 million, or $0.24 per diluted share, in the third quarter of 2018.

• Non-GAAP Adjusted EBITDA: $53.8 million, a 10% year-over-year decrease from $60.1 million in the third quarter of 2018.

• Non-GAAP Net Income: $24.7 million, or $0.27 per diluted share, a decrease from $42.2 million, or $0.45 per diluted share, in the third quarter of 2018.

Third Quarter Key Business Metrics Highlights¹

• Active Diners: 21.2 million, a 29% year-over-year increase from 16.4 million Active Diners in the third quarter of 2018.

• Daily Average Grubs (DAGs): 457,300, a 10% year-over-year increase from 416,000 DAGs in the third quarter of 2018.

• Gross Food Sales: $1.4 billion, a 15% year-over-year increase from $1.2 billion in the third quarter of 2018.

¹  Key Business Metrics are defined on page 29 of our Annual Report on Form 10-K filed on February 28, 2019.

“Last year, in the fourth quarter, we made opportunistic investments to expand delivery market coverage, increase new diner advertising and accelerate our enterprise brand sales efforts. Through the third quarter of 2019, we believe all three of these initiatives had a positive impact on our business and long-term shareholder value,” said Adam DeWitt, Grubhub President and CFO. “Importantly, we demonstrated the ability to generate operating leverage consistently throughout 2019 with EBITDA per order increasing 31% from $0.98 in the fourth quarter of 2018 to $1.28 in the third quarter of 2019. We are excited to embark on the initiatives detailed in the shareholder letter to further differentiate our marketplace for both restaurants and diners and position us for maintaining, and eventually improving, profitability.”

Fourth Quarter 2019 Guidance

Based on information available as of October 28, 2019, the Company is providing the following financial guidance for the fourth quarter of 2019.

	Fourth Quarter 2019
	(in millions)
Expected Revenue range	$315 - $335
Expected Adjusted EBITDA range	$15 - $25

Third Quarter 2019 Financial Results Conference Call

Grubhub will webcast a conference call tomorrow at 8:00 a.m. CT to discuss the third quarter 2019 financial results. The webcast can be accessed on the Grubhub Investor Relations website at https://investors.grubhub.com, along with the Company’s letter to shareholders, earnings press release and financial tables. A replay of the webcast will be available at the same website.

About Grubhub

Grubhub (NYSE: GRUB) is the nation’s leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as the largest diner base. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub strives to elevate food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub is proud to work with more than 140,000 restaurant partners in over 2,700 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, Tapingo, AllMenus and MenuPages.

Use of Forward Looking Statements

This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub including its acquisitions. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2019, which is on file with the SEC and is available on the Investor Relations section of our website at https://investors.grubhub.com. Additional information will be set forth in our Quarterly Report on Form 10-Q that will be filed for the quarter ended September 30, 2019, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent management's beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Use of Non-GAAP Financial Measures

Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders exclude acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income to Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders.

Contacts: Adam Patnaude Investor Relations ir@grubhub.com   Katie Norris Media Relations press@grubhub.com

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues	$	322,053		$	247,225		$	970,881		$	719,536
Costs and expenses:
Operations and support		161,387			111,511			485,143			310,239
Sales and marketing		71,617			49,426			224,199			144,413
Technology (exclusive of amortization)		29,483			21,258			86,133			57,306
General and administrative		25,329			22,195			73,900			58,072
Depreciation and amortization		30,649			20,987			82,961			61,787
Total costs and expenses		318,465			225,377			952,336			631,817
Income from operations		3,588			21,848			18,545			87,719
Interest expense - net		6,025			337			14,304			1,367
Income (loss) before provision for income taxes		(2,437	)		21,511			4,241			86,352
Income tax (benefit) expense		(3,447	)		(1,234	)		(4,911	)		2,721
Net income attributable to common stockholders	$	1,010		$	22,745		$	9,152		$	83,631
Net income per share attributable to common stockholders:
Basic	$	0.01		$	0.25		$	0.10		$	0.94
Diluted	$	0.01		$	0.24		$	0.10		$	0.91
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic		91,349			90,494			91,159			89,027
Diluted		92,847			93,678			92,850			92,091

KEY BUSINESS METRICS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Active Diners (000s)		21,197		16,379		21,197		16,379
Daily Average Grubs		457,300		416,000		488,800		425,300
Gross Food Sales (millions)	$	1,400	$	1,215	$	4,362	$	3,680

GRUBHUB INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
	September 30, 2019			December 31, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	394,000		$	211,245
Short-term investments		32,214			14,084
Accounts receivable, less allowances for doubtful accounts		123,309			110,855
Income tax receivable		2,227			9,949
Prepaid expenses and other current assets		18,632			17,642
Total current assets		570,382			363,775
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		160,368			119,495
OTHER ASSETS:
Other assets		25,452			14,186
Operating lease right-of-use asset		100,736			—
Goodwill		1,007,968			1,019,239
Acquired intangible assets, net of amortization		513,848			549,013
Total other assets		1,648,004			1,582,438
TOTAL ASSETS	$	2,378,754		$	2,065,708
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	130,544		$	127,344
Accounts payable		23,392			26,656
Accrued payroll		22,537			18,173
Current portion of long-term debt		—			6,250
Current operating lease liability		8,056			—
Other accruals		59,686			44,745
Total current liabilities		244,215			223,168
LONG-TERM LIABILITIES:
Deferred taxes, non-current		28,681			46,383
Noncurrent operating lease liability		111,554			—
Long-term debt		492,776			335,548
Other accruals		817			18,270
Total long-term liabilities		633,828			400,201
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9			9
Accumulated other comprehensive loss		(2,346	)		(1,891	)
Additional paid-in capital		1,144,541			1,094,866
Retained earnings		358,507			349,355
Total Stockholders’ Equity	$	1,500,711		$	1,442,339
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,378,754		$	2,065,708

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,152		$	83,631
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		21,665			16,189
Amortization of intangible assets and developed software		61,296			45,598
Stock-based compensation		54,806			36,445
Deferred taxes		(6,208	)		2,048
Other		5,210			4,572
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable		(13,335	)		(17,969	)
Income taxes receivable		7,722			(5,533	)
Prepaid expenses and other assets		(11,955	)		(15,455	)
Restaurant food liability		3,247			1,608
Accounts payable		(50	)		5,265
Accrued payroll		4,366			5,311
Other accruals		20,088			3,752
Net cash provided by operating activities		156,004			165,462
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(49,506	)		(47,642	)
Proceeds from maturity of investments		31,736			54,916
Capitalized website and development costs		(35,068	)		(21,471	)
Purchases of property and equipment		(42,702	)		(31,984	)
Acquisition of other intangible assets		(8,889	)		—
Acquisitions of businesses, net of cash acquired		127			(366,856	)
Other cash flows from investing activities		(250	)		38
Net cash used in investing activities		(104,552	)		(412,999	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		500,000			175,000
Repayments of borrowings under the credit facility		(342,313	)		(52,344	)
Proceeds from the issuance of common stock		—			200,000
Taxes paid related to net settlement of stock-based compensation awards		(20,503	)		(28,238	)
Proceeds from exercise of stock options		4,040			13,010
Payments for debt issuance costs		(9,136	)		—
Net cash provided by financing activities		132,088			307,428
Net change in cash, cash equivalents, and restricted cash		183,540			59,891
Effect of exchange rates on cash, cash equivalents and restricted cash		(293	)		(406	)
Cash, cash equivalents, and restricted cash at beginning of year		215,802			238,239
Cash, cash equivalents, and restricted cash at end of the period	$	399,049		$	297,724
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes	$	567		$	7,508

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(in thousands, except per share and per order data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income	$	1,010		$	22,745		$	9,152		$	83,631
Income taxes		(3,447	)		(1,234	)		(4,911	)		2,721
Interest expense - net		6,025			337			14,304			1,367
Depreciation and amortization		30,649			20,987			82,961			61,787
EBITDA		34,237			42,835			101,506			149,506
Acquisition, restructuring and legal costs		1,312			3,024			3,139			5,665
Stock-based compensation		18,279			14,275			54,806			36,445
Adjusted EBITDA	$	53,828		$	60,134		$	159,451		$	191,616
Net income per order	$	0.02		$	0.59		$	0.07		$	0.72
Adjusted EBITDA per order	$	1.28		$	1.57		$	1.19		$	1.65

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income	$	1,010		$	22,745		$	9,152		$	83,631
Stock-based compensation		18,279			14,275			54,806			36,445
Amortization of acquired intangible assets		13,575			10,037			37,345			31,107
Acquisition, restructuring and legal costs		1,312			3,024			3,139			5,665
Income tax adjustments		(9,510	)		(7,854	)		(26,967	)		(21,160	)
Non-GAAP net income	$	24,666		$	42,227		$	77,475		$	135,688
Weighted-average diluted shares used to compute net income per share attributable to common stockholders		92,847			93,678			92,850			92,091
Non-GAAP net income per diluted share attributable to common stockholders	$	0.27		$	0.45		$	0.83		$	1.47

	Guidance
	Three Months Ended December 31, 2019
	Low			High
	(in millions)
Net loss	$	(44.8	)	$	(33.9	)
Income taxes		3.8			2.9
Interest expense ̶ net		6.0			6.0
Depreciation and amortization		31.0			31.0
EBITDA		(4.0	)		6.0
Acquisition, restructuring and legal costs		—			—
Stock-based compensation		19.0			19.0
Adjusted EBITDA	$	15.0		$	25.0