August 5, 2014 1 Cautions regarding forward looking statements; other general information (Safe Harbor) This presentation contains “forward-looking” statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business and results of operations; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding future events, potential markets or market size, technology developments, or enforceability of our intellectual property rights; and any statements of assumptions underlying any of the foregoing. These statements are based on estimates and information available to us at the date of this presentation and are not guarantees of future performance. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of our fiscal year 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2014 and in our subsequent SEC filings. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward- looking statements are reasonable, we cannot guarantee that the future results and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, except as required by law. In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. Reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation. You may get our Form 10-K, and all other documents we file with the SEC for free by visiting EDGAR on the SEC Web site at www.sec.gov. Rocket Fuel is a registered trademark of Rocket Fuel Inc. This presentation also contains additional trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trademarks or service marks to imply a relationship (other than as a customer, as applicable) with, or endorsement or sponsorship of us by, these other companies. 2 August 5, 2014 GEORGE H. JOHN (PhD) | CEO, Chairman, Co-Founder 01 | Building A Great Company 3 Strong Q2’14 Performance GROWTH LEVERAGE AND RETENTION REVENUE 149% 84% revenue retention from Q2’13 to Q2’14 YOY Q2 growth in revenue less media costs +126% +70% 270 bps YOY Q2 gross margin improvement Q2 '13 Q2 '14 2012 2013 SUCCEEDING WITH NEW INITIATIVES ACTIVE CUSTOMERS 1,444 +84% Q2 '13 Q2 '14 2013 #1 44% of revenue from mobile, social, and video in Q2’14 vs. 18% in Q2’13 140 active customers served via Japan licensee via SaaS offering TECHNOLOGY ADVANCES MORE RESPONSIVE to changing market dynamics NEW MODEL TYPES for specific advertiser objectives and channels 50+ Billion Real-time bid requests/day 34,000 CPU cores 8 data centers 17 Petabytes of data *Revenue retention, Active customers, and Revenue less Media Costs are non-GAAP figures. Please refer to the Reconciliation of Revenue less Media Costs to Revenue in the appendix to this presentation 4 August 5, 2014 Our AI Foundation and Scale Create Growth Opportunities ACQUIRE MARKET Self-Service Platform INCREASE GROW Our Mobile, Social &Video Market Share Sales; Customers; Globally EXTEND Technology Leadership 5 August 5, 2014 Adjacent Sales or Tech Talent NEW Adjacent Businesses The Rocket Fuel Story and DNA Slide 1 Rocket Fuel Series A Deck, March 2008 BIG DATA ARTIFICIAL INTELLIGENCE for DIGITAL MARKETING = Right Ad, Right Person, Right Time 6 August 5, 2014 Superior Revenue Growth GROWTH DRIVERS $241 M 126% Growth $167M 80% Growth $107 M $93 M $45 M $17 M 2009 7 2010 2011 2012 2013 1H 2013 August 5, 2014 1H 2014 It Just Works, Customers Love It Disruptive Big Data + AI Tech Platform Multi-channel Strategy Rise of Exchanges and Real-Time Bidding Strong Team, Right DNA Happy Customers Stay and Spend More New Customer REVENUE RETENTION DRIVERS Customer Existing in Prior Year +49% +68% +75% +34% 2010 8 2011 2012 2013 August 5, 2014 1H 2014 Big Data +AI Tech Drives Results Rational, Happy Customers with Budget Reserves Spend More Scalable Supply Broad Product Family Cross-sell Focus on Customer Satisfaction In Our Customers’ Words Source: Company Survey, Q4 2013 9 August 5, 2014 Company Highlights Disruptive Mission: AI and BIG DATA TECHNOLOGY for Digital Advertising Blue Chip, Delighted CUSTOMERS Returning and SPENDING MORE Huge $45B MARKET* Already Addressing GLOBALLY DIVERSIFIED High GROWTH Business Well-Positioned MULTI-CHANNEL STRATEGY; Superior TEAM Financial MODEL with opportunity for LEVERAGE *Industry data source: Magna Global. Market represents digital advertising including display, mobile, social, and video channels only. 10 August 5, 2014 The Mission Fuel Heroic SUCCESS for Our Customers with BIG DATA and ARTIFICIAL INTELLIGENCE 11 August 5, 2014 Evolution of Software: Autonomous AI The Age of Databases & Apps The Age of Big Data The Age of Autonomous AI DATA Workers Typing Corporate Logs & Databases Planet-Scale Consumer Activity VALUE Digital Files, Reports Workflow User-Generated Queries, Charts, Powerpoint Decisions Made Autonomously Without Human Intervention 12 August 5, 2014 Business Model / Illustrative Example ADVERTISER’S REQUIREMENT My Budget Is $100K … Get 10K Orders… Serve 50M Ads A D V E R T S E R S A G E N C I E S $0.001 $100K at a Time Results E X C H A N G E S P U B L I S H E R S C O N S U M E R S 15,000 Orders Rocket Fuel Over-Delivers: More Results, More Efficiently Based on a commissioned analysis of 60 and 90 day campaigns in, “Measuring the Total Economic Impact of Rocket Fuel,” April 2013, by Forrester Consulting. 13 August 5, 2014 How We Do It: Advertising that Learns® …50+ Billion Times a Day 1 Inventory Quality 2 Predict Impact on User 3 How Much Should I Bid? 4 Did It Work? Measurable Outcomes ‘bot and quality filters discard ~1/3 $ $ ✓ Automatically Learns Patterns 14 August 5, 2014 ✗ Autonomous Learning: Unintuitive Results ONE PIECE OF THE BRAIN: MODEL COEFFICIENTS FOR LUXURY CAR LEADS 15 August 5, 2014 Taking Share in a Massive Global Market 2013 All Advertising $490B* Digital Advertising (excl search) $45B Rocket Fuel 132% CAGR ‘11-’13 16% CAGR ’13-’17 6% CAGR ‘13-’17 *Industry data source: Magna Global Digital Advertising includes display, mobile, social and video channels only. Mobile includes mobile search and display, and we are currently focused only on mobile display. 16 August 5, 2014 Rocket Fuel vs. the Competition A RADICALLY DIFFERENT APPROACH, VERSUS: Traditional Networks & DSPs Human “Optimizers” Bulk Arbitrage > Poor Performance ROCKET FUEL Niche Ad Networks Single Channel Single Tactic > Limited Scale/Market Blockbuster Publishers 17 Consumer-focused Using exchanges to sell > Friend more than Foe August 5, 2014 Our Complete, Diversified Solution AWARENESS Brand Advertising INTENT PURCHASE 18 Direct Response Advertising 20+ Global Locations; Ads in 100+ Countries August 5, 2014 Display Mobile Social Video Our Sustainable Technology Advantage 1 2 PREDICTIVE MODELING 1,000+ Simultaneous Campaigns Millions of Attributes Analyzed 3 BIG DATA 17 Petabytes of Data 268B+ Impressions Served to Date AUTOMATED DECISIONING Simple Interface… …Complex Tech ~585,000 Bid Requests/Second 100M+ Decisions/Sec 4 COMPUTATIONAL INFRASTRUCTURE 8 Data Centers Globally 34,000 CPU Cores Team of Award-Winning Scientists 19 August 5, 2014 A Big Data Learning Machine Results: Strong Competitive Advantage 20 August 5, 2014 Proven, Successful Management Team George John CEO Richard Frankel President Peter Bardwick Mark Torrance Abhinav Gupta Dominic Trigg Eric Porres Jarvis Mak Calton Chan Simon Hayhurst JoAnn Covington Derek Sidebottom CTO CMO SVP, Product and Biz Dev 21 VP, Engineering SVP, Cust. Success Chief Privacy Officer & GC August 5, 2014 CFO VP, Managing Dir., Europe SVP, Sales VP, People RICHARD FRANKEL | PRESIDENT, CO-FOUNDER 02 | Delighting Our Customers 22 August 5, 2014 Our Customers Are Serious Marketers FINANCE RETAIL TRAVEL TELECOM / CABLE HEALTH & BEAUTY ENTERTAINMENT CPG AUTO GOVERNMENT/NONPROFIT TECHNOLOGY EDUCATION DINING / OTHER AGENCIES 86/100 Advertising Age Leading National Advertisers 60/100 Fortune 100 Companies Represents advertisers and brands who have spent with Rocket Fuel during twelve months ended Q2’14. 23 August 5, 2014 lifetime 100+$1M+ customers Delivering Serious Insights Not a Black Box, Helping Our Customers Get Smart 24 August 5, 2014 Results Drive Customer Growth and Loyalty CUSTOMER GROWTH WE OUTPERFORM LOYALTY Active Customers And Deliver Valued Strategic Advice Revenue from Customers Existing in Prior Year 1444 1224 ROI +144%* +49% 536 266 151 2010 2011 2012 2013 1H 2014 Ad Networks 1H 2013 Note: Active customers includes customers served through software platform licensee. Active customers is a non-GAAP figure. *Based on a commissioned 3 year analysis, “Measuring the Total Economic Impact of Rocket Fuel”, April 2013, by Forrester Consulting. 25 August 5, 2014 1H 2014 Flexible Platform Supports Global Expansion EUROPE: MEDIA JAPAN: SELF-SERVICE SOFTWARE Common Technology Platform 26 August 5, 2014 J. PETER BARDWICK | CFO 03 | Financial Performance 27 August 5, 2014 Financial Highlights Exceptional, Diversified, Capital Efficient Top Line Growth Highly Scalable, Technology-Driven Business Model Strength of Technology Across Channels Significant Potential Leverage in Operating Model 28 August 5, 2014 Q2 2014 Performance Highlights REVENUE LESS MEDIA COSTS* $54.4M Q2 '13 GROSS PROFIT $92.6M Q2 '14 80% Growth $45.7M $25.4M 84% Growth $54.7M $29.7M Q2 '13 ADJ. EBITDA* REVENUE 70% Growth Q2 '14 ($0.4M) $0.3M Q2 '13 Q2 '14 Q2 '13 Q2 '14 *Revenue Less Media Costs and Adjusted EBITDA are non-GAAP financial measures. Please refer to the Reconciliation of Revenue Less Media Costs to Revenue and the Reconciliation of Adjusted EBITDA to Net Loss in the appendix to this presentation. 29 August 5, 2014 Strong Revenue Growth $241 M 126% Growth $167 M 80% Growth $107 M $93 M $45 M $17 M 2009 30 2010 2011 2012 2013 August 5, 2014 1H 2013 1H 2014 AI Driven Platform Drives Diversification Across Channels… % OF REVENUE BY CHANNEL Mobile, Social, Video Display 2% 2011 8% 2012 24% 2013 39% 44% Q1 2014 Q2 2014 This is a non-GAAP metric. 31 August 5, 2014 317% YOY GROWTH in Q2’14 MOBILE, SOCIAL, VIDEO Revenue … Geographies, Products and Customers By Geography* Int’l 146% YOY GROWTH in Q2 2014 INTERNATIONAL Revenue N. America By Product* By Customer** Advertising Age 100 Leading National Advertisers Mobile, Social, Video Brand Direct Response 86 *Based on Q2 2014 Data **Represents advertisers and brands who have spent with Rocket Fuel during the twelve months ended Q2’14 32 August 5, 2014 Fortune 100 60 Strong Revenue less Media Costs Revenue Less Media Costs* (non-GAAP) % of Revenue Revenue Less Media Costs % of Revenue 80% 70% 60% 50% 40% 30% 20% 10% 0% 2012 2013 2014 *Revenue Less Media Costs is a non-GAAP financial measure. Please refer to the Reconciliation of Revenue Less Media Costs to Revenue in the appendix to this presentation. 33 August 5, 2014 Industry Leading Growth while Managing Adjusted EBITDA $92.6 $ Millions $85.6 $74.4 Revenues Adjusted EBITDA (non-GAAP)* $62.5 $54.4 $40.1 $26.9 $23.0 $7.8 $11.6 $8.8 $16.4 $38.2 $16.6 $5.3 $0.8 ($0.7) Q1 Q2 ($1.0) ($1.2) ($2.0) Q3 2011 $0.3 Q4 Q1 ($0.1) Q2 ($0.5) Q3 ($1.3) Q4 2012 ($0.7) ($4.6) Q1 Q2 Q3 2013 ($3.7) Q4 Q1 ($0.4) Q2 2014 *Adjusted EBITDA is a non-GAAP financial measure. Please refer to the Reconciliation of Adjusted EBITDA to Net Loss in the appendix to this presentation. 34 August 5, 2014 Appendix 35 August 5, 2014 Reconciliation of GAAP to Non-GAAP Financial Measures Three Months Ended Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, 2011 2011 2011 2011 2012 2012 2012 2012 2013 2013 2013 2013 2014 2014 Net income (loss) ($871) ($2,365) ($1,487) $398 ($1,610) ($860) ($2,002) ($5,871) ($8,072) ($3,838) ($6,860) ($2,161) ($11,225) ($9,759) Interest expense 60 59 67 64 66 104 63 83 124 229 251 313 414 514 Income tax expense 2 7 8 11 14 25 28 17 54 -14 133 112 314 181 ($1) 124 93 79 115 147 831 1,215 1,097 1,258 2,385 - - - 64 105 116 178 221 284 391 437 607 673 781 2407 1804 2667 Stock-based compensation 17 45 41 61 154 161 212 2,794 1,565 2,035 2,653 4,589 4,957 5,999 Total adjustments 142 340 325 393 570 721 1525 4546 3447 4181 6203 7421 7489 9361 $343 ($657) $5,260 Change in fair value of preferred stock warrants Depreciation and amortization (excludes amortization of internal use software) Adjusted EBITDA 36 ($729) ($2,025) ($1,162) $791 ($1,040) ($139) August 5, 2014 ($477) ($1,325) ($4,625) ($3,736) ($398) Thank You 37 August 5, 2014