BLUE APRON HOLDINGS, INC. Raymond James Technology Investors Conference December 4, 2017

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1 BLUE APRON HOLDINGS, INC. Raymond James Technology Investors Conference December 4, 2017 Great. I think we re going to get started. I am Aaron Kessler, senior Internet analyst at Raymond James. Pleased for our first company presentation of the day we have Blue Apron; recent IPO. It ll be interesting. Brad Dickerson was recently new CEO. Previously CFO of the Company, so kind of his first week on the job as CEO. So, Brad, maybe just to start out, in your previous role, previous experience at Under Armour CFO and various other experiences what are you going to take from that, your learnings, and apply to Blue Apron going forward here? Yes, sure. So first of all, I m really humbled by the confidence that both Matt and the rest of the Board has in appointing me to this position going forward. So I m really excited about that and the support of both Matt and the Board going forward. I think the view being that at Under Armour I had 11 years experience at Under Armour, most of it as CFO. Also had COO of my title, at points, in Under Armour, too. So very operationally focused at Under Armour, and very focused on supply chain and inventory, and margins, and so forth. So, not just based on some of the near-term things that we re focusing on right now at Blue Apron, but especially longer-term, the opportunity and ability for us to continue to focus and drive efficiencies going forward is a really important part of our business, and we think it s going to be a differentiator. So, it was important for us, I think, to have someone focus on those things going forward. Got it. And, what gets you most excited about the potential for the business going forward here? There s a lot of opportunity, big market. And overall how are you thinking about the TAM on the market as well? I think you said it: the opportunities are tremendous in the market. It s a huge addressable market. We are obviously playing a very small part of online in general in grocery, which is also a very small part of all grocery. And when you start to take into account, take-out, things like that, the market and TAM is over $1 trillion to some degree. So, we don t think this, by any means, is a winner-take-all market. We think there s a lot of opportunity in this space. So, we re really excited about the fact that, roughly, we re just nearly $900 million in revenue business today.

2 And when you look at the opportunity we think there s a tremendous opportunity longer-term for us to take advantage of the strength of our brand, and do a lot of different things beyond what we just look like today. And if you think about immediate priorities for the business, you ve talked about Linden warehouse. And I think you ve talked about in a letter getting help to on-time and fill rates. What are some of the near-term priorities you are focused on? And maybe to extend the kind of longer-term priorities once you get some of these recent issues resolved. I d break our conversation and focus into two pieces, and one you mentioned was near term margin opportunities, operational efficiencies that we are focused on right now in the near term and a lot of this is natural transition, going from an old fulfillment center in Jersey to a new fulfillment center in Jersey. So, some of this is just natural transition type challenges. We also have a lot more automation in our facility in Linden, New Jersey. So, getting used to that nuance of how do we plan to utilize automation equipment more than we have in the past, and how do we execute on that on a week-to-week basis is really important. So, a lot of the near-term focus is just that: is improving efficiencies on the operations side. We think that that, longer-term, there s still tremendous opportunity for us to gain even more efficiency than just the near-term opportunity and really build operational capabilities that differentiator for us longer-term, truthfully. We have plenty of capacity now with our new facility online in New Jersey, much more highly automated. We believe that our fulfillment center in New Jersey will be our best operating fulfillment center, at some point in time. And right now, it is not our best center, so we have the opportunity there. And we also see the ability to improve our other two centers, also. So, we have great, talented leadership in all of our fulfillment centers; a very dedicated workforce focusing on ways to improve our performance going forward, both short-term and long-term. I m really excited about that. Longer-term, we do believe again that margin and operating operational effectiveness is an unlock for us to do a lot of different things longer-term. Whether it be to invest in marketing to grow our business, whether it be to invest in new consumer product offerings, we see the long-term opportunities being tremendous in, again, a very large addressable market. The margin is the first step to get us to unlock those capabilities going forward.

3 Got it. And how are you looking at competition today? How are you thinking about the competitive market? How are you seeing some of the marketing spend evolve from some of your competitors? And, ultimately, do you think we re going to see some more consolidation in the market? Yeah, I think it goes back to the comment that it s big addressable market. So, it s not unusual to see a lot of competition in the big addressable market. To some degree, a lot of people coming into our space is the validation of the opportunity longer-term in our space, we believe. I m also a firm believer in rising tides raises all ships. So, to the extent that other folks are coming into this space, validating the long-term opportunities in our space, we do believe that we can be a benefactor of that also by just getting more visibility and focus into online grocery, as an example, is something we look at. So, we, to some degree, welcome the visibility and focus on the market. As far as the spend going on in the market, and so forth: again, it s not going to be a winner-takes-all thing here. It s a very, very large market. So, in the near term, our ability to get our operations where we want them to be is the gives us the ability to spend more efficiently in marketing going forward. And we really view our near-term view is that we have to work through some of our own things first and take care of our own house. And then the rest of it will take care of itself as we have the dollars to spend on marketing going forward. Got it, great. And if you can just talk a little bit about to me the expanded product offering. How has that changed over the last couple of years, the product offering? And what types of impact do you expect from this expanded product offering in terms of your KPIs, including retention rates as well as average order size? And when do you think investors should have a better sense as some of these expanded product offerings are starting to work? Yes. So if you look at relatively, it s just a little over five years of existence for us. We really have not expanded our offering too much historically. The biggest thing we did was a few years ago adding a family plan to our offering so which family plan is roughly 20% of our revenue today. Our two-person plan is roughly 80% of our revenue. And our two-person plan really was the same offering from when we started a little over five years ago to just recently, where it was six meals to choose from on a weekly basis, and you could pick three recipes of that six to choose from. And this was the first big expansion we went through where now we have more meals to choose from on a weekly basis. Customers can pick two or three recipes per week in the two-person plan, so that s a relatively new nuance. When you think about that right now, as we ve seen some early indications that are pretty positive relative to better

4 engagement with customers because now they have more to choose from. We have better lifestyle fits with more or less recipes to choose from. So, it s a little bit of a better fit for our customers. And we re seeing that early positive nature in the retention, to some degree. But again, this is a very, very early on in the product expansion. We have literally just finished rolling out product expansion nationwide in the last few months. And in that meantime because of some of the operational challenges we re working through, pulling back on marketing and pulling back on growth at the same time, it s a little hard to really gauge the benefit we re going to see here longer-term from that. But we like what we see so far in early read. Going forward, what you should anticipate from that us now at this consumer products group we put in place over the last six to eight months very focused on evolution of product offerings to our customer on a regular basis. So, although we haven t really changed the two-person plan dramatically over the last five years until now, what you should see from us going forward on a more regular, consistent basis is new kind of offerings, new things to give the customer on a more of a consistent flow from a consumer product perspective. Some of the things we did early on here in 2017 were some of the low-hanging fruit items we saw, things like expanding the number of meals to choose from; things like more or less recipes per week; things like shorter prep times. We ve been talking about 30-minute prep time meals and advertising that on our website. Those are some of the things that customers historically have talked to us about of more choice, more flexibility, and shorter prep times. Those are kind of the early And as part of that, I mean obviously retention has been a key investor concern so far. What are the key reasons consumers have churn I assume your survey people when they do leave. And is it really some of these things like shorter prep time, more diversity of menu selection, more flexibility? Are those the key issues that theoretically should help on the retention side? Yes, I think it s a little bit a couple things. One, I think there is this introduction of buying food online is a new nuance relatively new nuance and still very, very small part of the addressable market. So, I think, to some degree, some folks have to get used to doing that. And some folks, I think, engage and embrace that quickly. And maybe some other folks have a little bit harder time with that because they re used to shopping the oldfashioned way to get their groceries. So, I think there s a part of a nuance that s just it s relatively new in the aspect of how to get food delivered to you.

5 We have heard from folks from a retention perspective of they love our brand, they love what we stand for, but they just want more choice. Maybe there wasn t enough meals to choose from. Maybe it was like, I wanted less meals per week than you were offering. The prep time was one, also. It s more around lifestyle fit more than anything for folks. And that s where we re looking at it from a consumer products perspective. Got it. And for the marketing side, can you just talk a little bit about the marketing effectiveness thus far? And what has been the trend in kind of your return on ad spend as well as customer acquisition costs over the last few quarters? And, ultimately, where do you think that kind of the marketing spend can go back to? I know you ve cut that down recently. Yeah. That is the nuance. So, when we spend up in marketing, and spend a lot during the quarter, you obviously spend into more inefficient channels but you tend to have higher growth in that quarter of new customers. Pulling back on marketing in the last few quarters, obviously it creates efficiencies from a marketing perspective. However, obviously we re pulling back on growth at the same time. So, there is a nuance there of spending up and down creates efficiencies; some efficiencies, more than others, in marketing. But it also equates to growth in top line. I think it s also important that we don t just focus on acquisition, going forward. Focusing on retention, focusing on revenue per customer are two things we re really looking at. So, the ability for us to put new offerings out to customers, we believe will make it easier to attract new customers; and probably more importantly, engage with them more where they will spend more with us on a regular basis going forward. And thus far, Blue Apron s kind of been kind of mainly a mass market offering for consumers in the meal kit delivery side. Seen some of your competitors maybe go more, let s say, a diet route, if you re paleo or gluten-free. Is that something you would look at also longer-term to add more diversity? Or maybe things like that can help retention? Yeah, I don t think all those things are necessarily things that we re looking at doing right away, as much as right now just expanding more tangentially to where we are today. More meals to choose from, more or less recipes per week, really trying to focus on flexibility to our customers. By just giving them more meals to choose from, to some degree, you take care of a lot of the dietary preference of people s taste preference because they have more to choose from. That s going to those will be some of the things you ll see more from us in the near future.

6 Got it. And just from an automation perspective, I mean Linden s kind of your most automated facility to date. Where are you as just a companywide in terms of automation? What type of efficiencies do you expect that to help you especially on the gross margin line? Yeah. So, all of our centers have went through some level of automation, the last year, year and a half, including our existing centers in California and Texas. Linden, because of the size of it, gives us more capability for more automation. So much more so in Linden, New Jersey, than our other two centers right now. Obviously, the nuance of that is being that it s a relatively new nuance for us to have more automation, it s first and foremost getting used to utilizing the automation. And there s additional challenges that come with automation around dealing with downtime or dealing with changeovers of products and so forth that were obviously just nuances we re getting used to as a new facility. And then the other thing I think is further upstream from a planning perspective, making sure that this investment we made in automation that we are planning to utilize the equipment on a regular basis going forward. So, an example of that that we re talking about right now is our culinary teams who are creating the recipes on a week-by-week basis are much more in tune now with their recipe creation and how it flows downstream into the fulfillment center. And being careful not to put too many challenging ingredients all in the same week for our fulfillment centers to execute on. And also being much more focused on a balance of ingredients in the recipes that can heavily utilize automation equipment to some degree, which will help with the labor input costs going forward, too. Got it. And at the time of the IPO, I think you noted roughly 20% operating margin expectation. I believe that s right, unless it was EBITDA, but I think it was operating margin probably similar. But the I guess the question is, where do you think that can go? Is that still the case the goal? And what type of revenue base do you think you ll need to achieve that type of margin? Yeah. I would say that we don t have a specific revenue base for that. We don t have a specific time frame for that. I would go back to my conversations around operational efficiency and margin in general. And I think that is the unlock to the overall financial model, so the ability for us to be more operational efficient. We had talked about margins being more in the 40% to 45% range, so cost of goods sold efficiency to align with that, which is well above where we are today.

7 Along with the fact that that would give us the ability to invest in marketing, invest in growth. With growth in revenue gives the ability to leverage your operating costs, what we call PTG&A costs. I think that those are the unlocks to get to a healthier EBITDA margin going forward. Don t have a time frame and a dollar amount where we get to that level. That s much more longer-term, obviously. But it all starts with that cost of goods sold efficiency. Got it. And I think you ve mentioned a little bit, but can you just talk about maybe the realignment you ve had at that Company? Made some changes, as you talked about, on the consumer products team. I guess maybe some other initiatives in terms of the realignment and what type of efficiencies and improvements you expect that to have on the Company? Yes. The consumer products alignment was probably the most important one, truthfully, in that now we have a dedicated team that s just focused on new offerings; looking at everything through the lens of the customer and new offerings going forward, whether it be near-term or even next year, year after. How do we pace those out and plan those out over periods of time that makes sense? That, in itself, is going to be really a tremendous benefit for us. Aligning that thought of new product offerings in the future to aligning with our technology teams, aligning with our operations teams, to make sure that we all move together at the same pace to prepare for those offerings, and do it very more efficiently and be ready for it is also a big step. So, a lot more connectivity and alignment across the organization in the things we re trying to achieve over the course of the next few years. And obviously you re working closely with former CEO, Matt Salzberg, who s now Chairman. So, can you just talk a little bit about maybe how you may do things a little differently going forward, if you will? Or what might be different about your leadership or management style? Well, first and foremost, I think that the ability for with this change the ability for us to separate a little bit as far as day-to-day focus around long-term vision, strategic vision. And Matt and his role as Executive Chairman, without the day-to-day nuances of being the CEO, can focus much more on what does this brand look like longer-term. Because the reality, from our perspective, is how we look today versus how we look longer-term is can be vastly different.

8 So, don t just look at that is a $900 million nearly $900 million, our revenue meal kit business today what we re going to look like years and years from now. It s a huge addressable market. It s being disrupted, and evolving and changing at a dramatic pace. We think there s a ton of opportunity for how this brand looks longer-term. And having Matt and with his vision and five years as a founder/ceo to really focus on those things of how do we look in the future? And what are the right paths to the future that are obviously much more incremental and different than how we look today is really important. And that also enables me, as the CEO, on the day-to-day side, to handle the day-to-day decision-making, to focus on operational efficiencies; getting our business structure and our financial model in line to be able to invest in growth and invest in new products, and invest into that long-term vision that Matt will have. So, I think that more than anything is a really important step of segregating the longterm view a little bit from the near-term execution. And again, that reality is is the nearterm challenges that we re having in our transition from Jersey City to Linden is one thing. There s a lot of opportunity beyond just getting that more efficient in our model longer-term. And that s what I m talking about more from a day-to-day focus from where I sit. And I think differences listen, I think everybody s different a little bit. But I do think that my 11 years at Under Armour CFO most of them, COO part of them, and really dealing with a lot of complex different business models at Under Armour, different channels, different business units, a lot of complexity in supply chain. I think I ve just seen things that I think that Blue Apron can benefit from relatively going forward. Got it, great. And probably about five or so minutes left. Let me see if there s any questions in the audience. Q&A Dickerson: Yes. I would anticipate not, to some degree, for some of them. We are preparing for them not to change the pace of what they re doing. I would go back to our focus is again getting our own house in order a little bit and improving margins. That gives us the ability to spend more money in marketing. And the nuance there is that we could with improving margins, it gives us the ability to actually spend a little bit more on acquisition costs of new customers with the same return, because the margins are higher, to some degree.

9 So that s why margin is so important in our perspective of we anticipate acquisition costs probably will get more expensive over time. It doesn t mean that the return can even be better because of improving margins for us. That s why we re so focused on margins. And the second thing I would say is beyond acquisition costs, getting more engagement from our existing customers; we are building up a customer base that is staying with us over time. And the ability for us to have more offerings for them and more flexibility and more of a fit for their lifestyle. The reality is is we only really have a relationship with our customer a couple times maybe every other week, in general, as far as number of meals. And they are obviously eating many more meals than that. So, the ability for us to evolve our product offering and give them more things that they want can also raise of the revenue per customer. Obviously, that s not even an acquisition challenge. It s more just getting your existing customers to embrace more with your brand. Dickerson: Yes. I think 2017 the biggest challenge that is going to be talked about for 2017 for us really is on the operational side. And I think it s the nuance of switching volume from one center to another in a very short period of time. So, our reality is, is over time, we have opened up other fulfillment centers in the past. But they ve also been opening up geographic regions for us where we re able to kind of grow into, in a more kind of a reasonable path and grow into those that volume. The reality here was we were actually taking volume from one center and putting it to another center within a few months, so a very fast transition, which was a little bit of a different nuance in our previous centers that were actually opening up geographic regions. I think the unexpected costs associated with that, of moving very quickly and transitioning, was probably the surprise for us in the model which would equate to, again, cost of goods sold efficiency or margin, the inverse of that was the big surprise. And how much cost would be involved in that transition and how long it would take. It was literally what impacted the back half of the year especially, the back half of the year, from early August on. That was probably the surprise nuance there. And the second part of your question, again Kessler: It was retention trends. Dickerson: Yes. So, retention, I think what we ve seen is in addition we talked a lot about margin here. But I ll be honest with you: the number-one metric we ve been looking at is really what we call OTIF, on-time in-full. That s a customer service metric. And that was something we ve been very focused on the back half of the year in addition to margin. And we saw again with the transition from Jersey City to Linden facility that our customer service OTIF rates came down to unacceptable levels. So,

10 we ve been very focused on that. And what we saw a relative to that was, yes, retention was more challenged in the Eastern half of the United States where OTIF rates were a little bit lower than in the rest of the country where OTIF rates were a little bit higher. Now, the good news is that OTIF rates in Linden have actually improved to be pretty much on par with our other centers recently, which is great improvement. So, we re starting to see customer service levels more consistent with the rest of our footprint nationally, which we d expect would help retention. And also Dickerson: It s a little bit too early to tell that right now. It s a nuance over the course of the last four or five weeks or so. So, we would anticipate to start seeing that truthfully to that. At the same time, product expansion rollout has been happening since May or so. And we just finished rolling out all of our product expansion offerings nationwide in early to mid-october. And what we are seeing early indication on, as customers are able to choose have more meals to choose from on a weekly basis, and the ability to choose more or less recipes per week, and the ability to also select quicker prep time meals we have seen some positive things relative to both engagement, order rates, and also retention-specific to that. However, very, very early still. And the fact of the matter is we ve been pulling back on marketing at the same time and pulling back on growth. So it s a little hard to determine what that looks like longer term. But so far, very early from a small subset, positive indications on that. Kessler: Right there. Dickerson: Yes, let me say obviously online compared to the addressable market is very, very small to fraction, right? Our share of that, we are the largest of what we do in the United States, as far as meal kit. We are the largest. So, we are the market leader, which is great, where can this go, it s hard to really say because it s a relatively new nuance in the last few years. So, trying to gauge how the market can expand and take more share of the overall addressable market is a little bit tough to predict. We do think that in the last few years, the recent phenomenon has been a lot more focused in our space. And a lot more people coming into the space is a validation of the opportunity. We do think that s going to create opportunities for us, too. Actually, as other players come in and spend in our space, that s going to help us because we are the market leader in what we do. So, we look at that as that it s hard to pinpoint and gauge what the meal kit online business could look like over the course of the next two or three years. We think that there s a lot of opportunity to grow it, obviously, being the market leader. What I would even longer term, and maybe a bigger, broader vision is what does a brand like us look like beyond just a meal kit business I think is probably the even more important way to

11 look at our brand. We have a very, very strong brand that can be taken to the other multiple distribution channels; can stand for can be the voice in the relationship with the consumer around home-cooked quality, great experience meals at home. That s how we view our brand and that is beyond just a weekly meal kit business online, in our view. Dickerson: Well, we think the ability to expand offerings for us gives us the ability to expand our business as a meal kit business on a weekly basis. So, more meals to choose from, more or less recipes per week, more offerings, more flexibility with the customer. That is a way to grow our business at our existing business. In addition to that, there s a lot of things that we re not doing today online that we could potentially. And then we talk about also the ability maybe to be multi channel down the road, and not just online. And again, the strength of our brand we think can take us to other places beyond just online. Dickerson: It s a big focus for us. We don t have a line in the sand. Margin, again, is the unlock to that, to some degree. We don t have a line in the sand of when that s going to be. But I will tell you that we are very focused on improving EBITDA over the course the near term and we re very focused obviously on managing CapEx. Those are the two biggest drivers of cash flow for us. So, when you look our guidance for 2017 full-year, roughly $140 million EBITDA loss, we spend over $100 million of CapEx, the model we believe will look drastically different in We have not given guidance yet for But what I will tell you is we re focusing pretty significantly on EBITDA improvements and also managing CapEx. You ve seen our CapEx come down already in the back half With Linden build-out behind us, our CapEx needs are much smaller than they were historically. So, cash burn and cash flow should improve year-over-year from 2017 to 2018 we are focused on becoming an EBITDA neutral or positive company at some point down the road. When that s going to happen, don t know yet. A lot of that will depend on the ability to drive margin. Kessler: Maybe one last quick question. Dickerson: Amazon is listen, the way we view Amazon is, first and foremost, a focus in our space is validation for our space from Amazon s Amazon focusing on it is a validation of our space and the large opportunity in our space. We also believe this is not a winner-takes-all market. It is a huge market, a very large addressable market, so this is not a winner-takes-all market.

12 We are very focused not only on operational efficiency and the efficiency of moving goods through and perishable goods through a supply chain, which we think is going to be a differentiator the way we do it, relative to our structure; but also focused on brand and building brand connection with the consumer, and having the consumer look at us as the validation to a great home meal cooking experience. So, I would say brand focus and investment, along with operational effectiveness and differentiation is how we view ourselves. And we think that we can be very successful with a lot of competition in our space because it s a huge addressable market. Great. I think that wraps it up. Thank you, Brad. Thank you.

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