UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36389 GRUBHUB INC. (Exact name of Registrant as specified in its Charter) Delaware 46-2908664 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 111 W. Washington Street, Suite 2100 Chicago, Illinois 60602 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (877) 585-7878 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.0001 par value per share new york Stock exchange Securities registered pursuant to Section 12(g) of the Act: none indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities act. yeS ☒ nO ☐ indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. yeS ☐ nO ☒ indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities exchange act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. yeS ☒ nO ☐ indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-t (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). yeS ☒ nO ☐ indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part iii of this Form 10-K or any amendment to this Form 10-K. ☐ indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the exchange act. (Check one): large accelerated filer ☒ accelerated filer ☐ non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities exchange act of 1934 (§240.12b-2 of this chapter). emerging growth company ☐ if an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐ indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the exchange act). yeS ☐ nO ☒ the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the new york Stock exchange on June 30, 2017, was $3,292,229,504. the number of shares of Registrant’s Common Stock outstanding as of February 16, 2018 was 87,194,255. Portions of the Registrant’s Definitive Proxy Statement relating to the annual meeting of Stockholders, scheduled to be held on may 24, 2018, are incorporated by reference into Part iii of this annual Report on Form 10-K. TABLE OF CONTENTS Form 10-K Item No. Name of Item Page Part i item 1. Business 3 item 1a. Risk Factors 10 item 1B. Unresolved Staff Comments 23 item 2. Properties 23 item 3. legal Proceedings 23 item 4. mine Safety Disclosures 23 Part ii item 5. market for Grubhub inc.’s Common equity, Related Stockholder matters and issuer Repurchases of equity Securities 24 item 6. Selected Financial Data 26 item 7. management’s Discussion and analysis of Financial Condition and Results of Operations 27 item 7a. Quantitative and Qualitative Disclosures about market Risk 40 item 8. Financial Statements and Supplementary Data 41 item 9. Changes in and Disagreements with accountants on accounting and Financial Disclosure 73 item 9a. Controls and Procedures 73 item 9B. Other information 75 Part iii item 10. Directors, executive Officers and Corporate Governance 76 item 11. executive Compensation 76 item 12. Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters 76 item 13. Certain Relationships and Related transactions, and Director independence 76 item 14. Principal accountant Fees and Services 76 Part iv item 15. exhibits and Financial Statement Schedules 77 SiGnatUReS 84 The following should be read in conjunction with the audited consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. Unless otherwise stated, the discussion below primarily reflects the historical cond ition and results of operations for (i) Grubhub Inc. as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2017, 2016 and 2015 and (ii) the results of acquired businesses from the relevant acquisition dates in 2017, 2016 and 2015. Unl ess otherwise stated or the context requires otherwise, when we refer to “Seamless,” we refer to the operations for Seamless Holdings Corporation and Seamless North America through August 8, 2013. In addition to historical consolidated financial informatio n, the following discussion contains forward-looking statements that reflect the plans, estimates, and beliefs of the Company (as defined below). Actual results could differ materially from those discussed in the forward-looking statements. Factors that co uld cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, Item 1A, “Risk Factors.” The forward-looking statements in this Annual Report on Form 10-K are made as of t he date of this Annual Report on Form 10-K, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K. See “ Cautio nary Statement Regarding Forward-Lookin g Statements” below for additional information. PART I. Item 1. Business Company Overview Grubhub inc. and its wholly-owned subsidiaries (collectively referred to as the “Company,” “Grubhub,” “we,” “us,” and “our”) is the leading online and mobile platform for restaurant pick-up and delivery orders, which the Company refers to as takeout. the Company connects more than 80,000 local restaurants with hungry diners in more than 1,600 cities across the United States and is focused on transforming the takeout experience. For restaurants, Grubhub generates higher margin takeout orders at full menu prices. the Grubhub platform empowers diners with a “direct line” into the kitchen, avoiding the inefficiencies, inaccuracies and frustrations associated with paper menus and phone orders. the Company has a powerful two-sided network that creates additional value for both restaurants and diners as it grows. For restaurants, takeout enables them to grow their business without adding seating capacity or wait staff. advertising for takeout, typically done through the distribution of menus to local households or advertisements in local publications, is often inefficient and requires upfront payment with no certainty of success. in contrast, Grubhub provides restaurants on its platform with an efficient way to generate more takeout orders. Grubhub enables restaurants to access local diners at the moment when those diners are hungry and ready to purchase takeout. in addition, the Company does not charge the restaurants in its takeout marketplace any upfront or subscription fees, does not require any discounts from their full price menus and only gets paid for the orders the Company generates for them, providing restaurants with a low-risk, high-return solution. the Company charges restaurants a per-order commission that is primarily percentage-based. in many markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. as of December 31, 2017, the Company was providing delivery services in more than 80 markets across the country. For diners, the traditional takeout ordering process is often a frustrating experience—from using paper menus to communicating an order by phone to a busy restaurant employee. in contrast, ordering on Grubhub is enjoyable and a dramatic improvement over the “menu drawer.” the Company provides diners on the platform with an easy-to-use, intuitive and personalized platform that helps them search for and discover local restaurants and then accurately and efficiently place an order from any internet-connected device. Grubhub also provides diners with information and transparency about their orders and status and solves problems that may arise. in addition, the Company makes re-ordering convenient by storing previous orders, preferences and payment information, helping to promote diner frequency and drive strong repeat business. the Company generates revenues primarily when diners place an order on its platform. Restaurants pay a commission, typically a percentage of the transaction on orders that are processed through the Company’s platform.