#1yelp* Investor Presentation February 2020#2Safe Harbor: Forward-Looking Statements These slides and the accompanying oral presentation contain forward-looking statements. All statements other than statements of historical facts contained in these slides and the accompanying oral presentation, including statements regarding Yelp Inc.'s ("Yelp" or the "Company") future operations, future performance, expected financial results and future financial position, future revenue and revenue growth rates, future share repurchase activity, strategic and investment priorities, long-term financial targets and target margins, projected growth, expenses and savings, trends, opportunities, prospects, estimates and plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "believe," "may," "will," "estimate," "forecast," "guidance," "continue," "anticipate," "intend," "could," "would," "project," "plan," "potential," "target," "opportunity," "model," "expect" or the negative or plural of these words or similar expressions. The Company has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward looking statements are subject to a number of risks, uncertainties and assumptions, including the fact that we have a limited operating history in an evolving and competitive industry; that our growth rate may not be sustainable; that we rely on traffic to our website from search engines like Google and Bing; our ability to generate sufficient revenue to maintain and increase profitability, particularly in light of our significant ongoing sales and marketing expenses; our ability to reduce or control expenses sufficiently to meet our profitability targets; our ability to introduce successful new products, services and partnerships; our ability to maintain and expand our base of advertisers, including enterprise customers, particularly as an increasing portion of advertisers have the ability to cancel their ad campaigns at any time; our ability to attract, retain and motivate well-qualified employees, particularly in sales and marketing; our ability to increase traffic to our platform and generate and maintain sufficient high quality content from our users; our ability to maintain a strong brand and manage negative publicity that may arise; our ability to manage acquisitions of new businesses, solutions and technologies and to integrate and monetize those businesses, solutions or technologies; the efficacy of our automated recommendation software; our ability to develop our communities effectively; our ability to deal with an increasingly competitive local search environment; our ability to timely upgrade and develop our systems and infrastructure; and changes in political, business and economic conditions. These risks and uncertainties may also include those described in the Company's most recent Form 10-Q or 10-K filed with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for Company management to predict all risks, nor can the Company assess the impact of all factors on its 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 the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in these slides and the accompanying oral presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Any forward-looking statement speaks only as of its date. Except as required by law, the Company undertakes 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 the Company's expectations. 1#3Key investment highlights مرا Accelerating growth Targeting mid-teens revenue CAGR for 2019-2023 Increasing profitability Targeting 30-35% Adjusted EBITDA margin target by 2023 Prudent capital allocation Authorized nearly $1 billion in stock repurchases since 2017 Strong governance Refreshed board and strengthened focus on performance 2#4About Yelp#5Our guiding mission: Connecting people with great local businesses 4:517 Search Jeff's Construction 162 Reviews. Verified License Contractors, Kitchen & Bath Open until 6:00 PM PORTFOLIO FROM THIS BUSINESS See All 17 Consumers 3 Ph Trust Discovery Convenience Kitchen Remodel 2... Bathroom Remodel... Kitc 3 Photos 4 Photos 10 min Response Time 100% Response Rate Request a Quote Q Search 96 locals recently requested a quote Delivery Me Collections More Jeff AT&T 2:16 PM < Peranat D. Jan 22, 2020 Hi there! Could you help me with my project? Here are my answers to Yelp's questions regarding my project: What kind of service are you Looking for model When do you require this service? As soon as possible In which ZIP CREAdel? looking for Local biz Consumer trust Visibility High-intent leads How would you like to respond? ① Send estimate and availability ? Need more information Unable to service 1 About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 4#6The trusted resource in Local Consumers and business owners trust Yelp for their local needs Consumers 205 million Cumulative reviews¹ 96 million Unique visitors on desktop and mobile² 1As of December 31, 2019 ²ComScore TTM monthly average, October 2019 3Monthly average for Q4 2019 About Yelp Market Opportunity Jeff Local Business 4.9 million Active claimed local business locations¹ 565,000 Paying advertising locations³ Strategy Capital Allocation Governance Financial Results 5#7Yelp is all things local We serve a wide range of consumers' local needs Services [ガイ Restaurants, Cafes, Nightlife Hotels, Travel, Health & Beauty Shopping Other (Home, Local, Auto, Professional & Other) About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 6#8Our breadth is an advantage High-frequency categories drive consumer traffic to the categories with the highest value Restaurants, Cafes, Nightlife Hotels, Travel, Health & Beauty Shopping Other > 60% of page views > 15% of Ad revenue Note: Page views and Advertising revenue by category FY19 About Yelp Jeff Services (Home, Local, Auto, Professional & Other) <10% of page views >50% of Ad revenue Market Opportunity Strategy Capital Allocation Governance Financial Results 7#9Market Opportunity#10I Large and growing market U.S. Local Advertising Spend ($ in billions) Digital Media '19-23E CAGR: 10% $63 $71 $78 $86 $94 2019 U.S. Local Digital Advertising Spend by Category ($ in billions) $8 $90 $90 $88 $88 $86 2019 2020E 2021E 2022E 2023E Digital Media Source: BIA Advisory Services, 2020 U.S. Local Advertising Forecast Traditional Media Restaurants Multi-location Digital SMB Digital $28 $27 Other Services Source: BIA Advisory Services, 2020 U.S. Local Advertising Forecast; Yelp internal data About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 9#11Big monetization opportunity Our strategy is designed to drive profitable growth by monetizing more leads Yelp's large audience generates millions of leads every day In 2019, we monetized less than 10% of those leads Consumer leads* on Yelp To drive greater monetization, we are focused on: Monetized leads Maintaining our large volume of consumer leads Attracting advertisers with compelling ad solutions Retaining customers by delivering them more leads *Includes Calls, Request A Quote requests and Url clicks About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 10#12Strategy Accelerating revenue growth#13Mid-teens long-term revenue CAGR target Enhance consumer experience Win in key categories Drive growth across SMB and Multi-location customers Target 2019-2023 revenue CAGR 20%+ Mid-teens % Restaurants Services Drive more value to business customers 10%+ Expand offerings Capture Multi-location opportunity SMB Multi-loc Total Advertising revenue Note: SMB = Local Rep Sold + Local Self Serve About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 12#14<Restaurants Current Location In Enhance consumer experience Maintaining our consumer trust advantage and large organic audience Tell us more about you Don't worry-anything you skip won't disappear from Yelp, we'll just prioritize the preferences you select. Dietary (1) Vegetarian Kosher Pescatarian Gluten-free Halal Vegan Lifestyle (2) Auto Owner Keto Filters Sort: For You Order Delivery MENU 1. Fog Harbor Fish House 5,568 Reviews $$ Seafood, Bars Has many Pescatarian options Live wait time Menu Join Waitlist Homeowner 2. Woodhouse Fish Company 2173 reviews $$ Seafood. American (New) Parent Pet Owner Accessibility ● Trusted, high-quality reviews • Personalized suggestions and experiences • Only-on-Yelp features Gender Neutral Bathrooms Has many Pescatarian options and is Kid Friendly Plan ahead and save a table. Q Search Delivery Mo Collections Add preferences (3) About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 13#15Win in key categories Driving frequent consumer connections via the Restaurants category ⚫ Yelp Reservations • Yelp Waitlist • Personalized recommendations 4:131 Search Tony's Pizza Na... 1 <Search T WAITLIST O Tony's Pizza Napoletana 4,924 Reviews $$$$ Pizza, Italian, Cocktail Bars Closed Today See All 4,348 Remind Me to Join Later LIVE Current wait: under 5 minutes Join the Waitlist Now Remind Me to Join Later AVERAGE WAIT TIMES Average wait times: Today Open 12:10:00 pm I want to eat around 8:00 pm Add Photo Check In ✓ Following 6:30 pm 1 guest 2 guests 7:00 pm Average wait times: Today Open 12:00 pm - 10:00 pm 3 guests 7:30 pm 4 guests Today 8:00 pm 5 guests 8:00 pm: 40 min wait 6 guests Tomorrow Wed, Sep 11 Thu Sep 12 8:30 pm 9:00 pm 9:30 pm 4 pm 6 pm 8 pm 10 pm Tap graph to view wait times We'll remind you to join at the right time based on live wait times Create Reminder About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 14#16Win in key categories Monetizing more leads via the Services category ● Delivering more high-intent leads ● More ways to spotlight advertisers • Improved job matching um ohnert Park 10:54.1 Sonoma Napa 10:151 fi < Decks & Railing Current Location American Canyon < Back Request a Quote Cancel When do you require this service? Filters Sort Price ... Open N Sponsored Results Nor-Cal Wood Restoration and Pain... 30 Reviews Decks & Railing, Painters, Siding Call AAA Construction & Design 19 Reviews As soon as possible 11.5 mi I'm flexible Specific date(s) - Choose up to 3 S M T W T F S 2.3 mi February 2020 Verified License Decks & Railing,.... Response Time 1 hour Request a Quote 1 2 3 4 5 6 7 8 Response Rate 100% 9 10 11 12 13 14 15 Q W Search Delivery Me Collections Моте 16 17 18 19 20 20 21 22 23 24 25 26 27 28 29 Next About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 15#17..... 91 Two Peas and a Plant 30 Day Activity 00 Drive more value to business customers Increasing client satisfaction by delivering even more leads for their monthly budgets ivity Activity last 30 days User views 4,519 1200 1000 800 600 400 200 Customer Leads 386 ●More ad clicks at lower prices • Improved lead matching • Advancing reporting -> Inbox 9:41 AM Pipeline Plumbing 54 Main St, Pleasentville, CA 94105 Reviews Photos & Videos Community Questions 2.536 +18% User Views 354 Customer Leads 310 Jan 3 8 13 18 23 28 Feb 2 Yelp Ad Clicks Leads Organic 1130 Ads 3389 A Yelp user clicked to call your business. Monday, November 12, 2018 at 10:10 AM via Yelp mobile site Clicks Leads Anthony K., a man in his 30s from Hamburg, Germany uploaded 3 photo Home Biz Info Inbox Yelp Ads. Mar Activity Biz Page Inbox Yelp Adds About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 16#18<Search 365 Landscaping Verified License Yelp confirmed this business's trade license. PORTFOLIO FROM THE BUSINESS Expand offerings Impactful solutions to address business owners' unique needs at a range of prices Marin Outdoor Enter... Diamond Heights So... 18 Photos 12 Photos Rohnert Park Petaluma Napa Fairfield Lodia Remodel Pros Verified License Yelp confirmed this business's trade license. ● Right product, right price ● Packaging to solve needs ● Serving businesses of all sizes نمم See HIGHLIGHTS FROM THE BUSINESS O 1-2 BO Locally-owned & operated Certified professionals Available by appointment Consulta availal 6.6 Vallejo Concord Stock San Francisc Dakland Manteca Hayward Tracy Daly City San Mateo San Francisco, CA 94122 Serving San Francisco Area Fremont Milit Search Delivery Me Collections More Pine St DELURI PEACE About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 17#19Search Panera Bread OM THIS BUSINESS FROM THIS BUSINESS 盛 Capture Multi- location opportunity Driving store visits and leads with compelling returns New product Featuring new Grain Bowls Autumn tastes are now in season. • Effective new ad formats • Strong returns for advertisers • Expanding into a broad range of categories ench Onion Soup Photo 15 Reviews Bay St 101 th Broccoli Cheddar So... 3 Photos 14 Reviews Directions 1:18 < Hair Removal 94105 a Camp Point Pinole Raminnall Filters Sort Price Open Now! Sponsored Results LaserAway 90 Reviews Verified License Laser Hair Removal, Body Contouring,.... 355 Sutter St, Financial District Laser Hair Removal Up to 65% off Laser Hair Removal See Offer GEAR SKIN LASER CLINIC Response Time Response Rate Q м 口 Search Activity Me Collections More About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 18#20Mid-teens long-term revenue CAGR target Key drivers of long-term growth: Improving sales force productivity; driving Self-serve with new product offerings and marketing $1B Driving retention by delivering more value to advertisers Multi-location attribution, product, and category expansion Restaurant subscription offerings Mid-teens CAGR 2019 Revenue Production Retention Multi-location Penetration Subscription + Other Services Local About Yelp Market Opportunity Strategy Capital Allocation Governance 2023E Revenue Financial Results 19#21Strategy Increasing profitability#2230-35% Adjusted EBITDA margin target Growth strategy designed to improve long-term structural economics Key drivers of long-term Adjusted EBITDA margin expansion: Growing in accretive channels: Multi-location & Self-serve Driving retention by delivering more value to advertisers Optimizing cost structure Generating Self-serve customer acquisition via marketing 21%¹ 30-35% 2019 Sales Mix Adjusted EBITDA Margin Local Retention Corporate Expense Savings B2B Marketing 2023E Adjusted EBITDA Margin ¹Net Income for FY 2019 was $41 million. Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Net revenue. See Appendix for how we define Adjusted EBITDA and a reconciliation of Adjusted EBITDA to Net income (loss). About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 21#23Long-term financial targets Revenue CAGR Expenses as % of revenue¹ 2013-2018 2019 Long-term target 32% 8% Mid-teens % Cost of revenue 6-9% Sales & marketing 51-57% 969 ~6% 49% 36-40% Product development 16-23% 23% 20-22% G&A 13-18% 13% 10-11% D&A -5% 5% -4% Adjusted EBITDA Margin² 13-19% 21% 30-35% 1Calculated in accordance with GAAP, including stock-based compensation expense 2See Appendix for reconciliation to GAAP Net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 22 22#24Prudent Capital Allocation#25Robust multi-year capital return program Share repurchase program designed to offset dilution and return capital to shareholders Completed as of December 31, 2019 Remaining Authorization $200M Authorized July 2017 $250M $250M $250M $950M Authorized November 2018 Authorized February 2019 Authorized January 2020 Total repurchase authorization About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 24#26Strong Governance#27World-class board Diverse, independent and highly qualified board Diverse Independent 8 experienced directors with diverse skill sets: Refreshed¹ new directors appointed in 4 the last year are independent, including 7 our Chair directors have been senior 7 executives of major public companies directors have technology experience directors have specific 5 expertise in Yelp key categories² 5 Men: 5 Women: 3 Employee directors: 1 >2 years: 4 Independent directors: 7 1-2 years: 3 <1 year: 1 Reflects the resignation of Mariam Naficy and the appointment of Christine Barone, who will join the Board of Directors effective March 1, 2020 2Includes Restaurants, Hospitality and Home Services About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 26#28Strong governance Focused on driving value for our shareholders 2016 Collapsed dual-class share structure 2017 Initiated stock buyback program 2018 Transitioned to net share withholding to reduce dilution Adopted director resignation policy Adopted stock ownership guidelines 2020 Added new independent director 2019 Added three new independent directors Introduced performance- based stock grants for executive compensation Adopted majority vote standard for director elections About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 27#29Financial Results#30Strategy execution Solid financial performance in first year of long-term plan $851 2017 Total Net revenue ($ in millions) +11% $943 2018 +8% $1,014 2019 $158 Adjusted EBITDA1 ($ in millions) +16% $183 +17% $213 2017 2018 2019 Margin² 19% 'GAAP Net Income for FY 2017 was $153 million including a $164 million pre-tax gain on the sale of Eat24. Net Income for FY 2018 was $55 million. Net Income for FY 2019 was $41 million. See Appendix for reconciliation to GAAP Net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool 2Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Net revenue. See Appendix for how we define Adjusted EBITDA and a reconciliation of Adjusted EBITDA to Net income (loss). About Yelp Market Opportunity Strategy Capital Allocation 19% 21% Governance Financial Results 29#31Strong cash flow generation Highly cash-generative business model Free Cash Flow¹ ($ in millions) $137 $115 $167 2017 2018 2019 Net cash provided by operating activities for FY 2017 was $167.6 million. Net cash provided by operating activities for FY 2018 was $160.2 million. Net cash provided by operating activities for FY 2019 was $204.8 million. See Appendix for how we define Free cash flow, a reconciliation of Free cash flow to Net cash provided by (used in) operating activities, and information about the limitations of Free cash flow as an analytical tool About Yelp Market Opportunity Strategy Capital Allocation Governance Financial Results 30#32Appendix#33Adjusted EBITDA reconciliation ($ in millions) 20131 2014¹ 2015¹ 2016 2017 2018 2019 Net Income/ (Loss) ($10.1) $36.5 ($32.9) ($1.7) $153.0 $55.4 $40.9 + Tax & Other Income 1.2 (25.4) 11.6 (0.3) 26.6 (29.5) (5.4) + Depreciation & Amortization 11.5 17.6 29.6 35.3 41.2 42.8 49.4 + Stock Based Compensation 26.1 42.3 60.8 86.3 100.4 114.4 121.5 - Gain on Disposal of a Business Unit 0.0 + Restructuring & Integration 0.7 88 0.0 0.0 0.0 (163.7) 0.0 0.0 0.0 0.0 3.5 0.3 0.0 0.0 + Fees Related to Shareholder Activism Adjusted EBITDA / Net Revenue Adjusted EBITDA Margin 0.0 0.0 0.0 0.0 0.0 0.0 7.1 $29.4 $70.9 $69.1 $123.0 $157.8 $183.1 $213.5 $233.0 $377.5 $549.7 $716.1 $850.8 $942.8 $1,014.2 12.6% 18.8% 12.6% 17.2% 18.5% 19.4% 21.1% We define Adjusted EBITDA as Net income, adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items. This presentation includes Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures that Yelp uses to evaluate its business. Yelp includes Adjusted EBITDA because it is a key measure used by Yelp's management and board of directors to understand and evaluate core operating performance and trends, to prepare and approve its annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of Yelp's core business. Accordingly, Yelp believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating Yelp's operating results in the same manner as its management and board of directors. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of Yelp's results as reported under GAAP. You can read more about the limitations of Adjusted EBITDA, as well as the basis of presentation of the numbers in the table above, in Yelp's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at www.yelp-ir.com or the SEC's website at www.sec.gov. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, Net income (loss) and Yelp's other GAAP results, 1 Amounts have not been recast in accordance with Accounting Standards Update 2014-09, "Revenue from Contracts with Customers (ASC 606)." 32#34Free cash flow reconciliation ($ in millions) 2017 2018 2019 Net cash provided by operating activities $167.6 $160.2 $204.8 - Purchases of property, equipment and software Free Cash Flow (30.2) (45.0) (37.5) $137.4 $ 115.2 $167.3 Net cash provided by (used in) investing activities $81.1 $ (164.4) $124.3 Net cash provided by (used in) financing activities $27.2 $ (207.7) $ (491.5) We define Free cash flow as Net cash provided by operating activities, reduced by purchases of property and equipment that are included in cash flows used in investing activities. This presentation includes Free cash flow, a non-GAAP financial measure that Yelp uses to evaluate its business. Yelp includes Free cash flow because it is a key measure used by Yelp's management and board of directors to understand and evaluate how much cash from operations we have available for discretionary and non-discretionary items after the deduction of capital expenditures. Accordingly, Yelp believes that Free cash flow provides useful information to investors and others in understanding and evaluating Yelp's operating results in the same manner as its management and board of directors. Free cash flow has limitations as an analytical tool, including that Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments, and you should not consider it in isolation or as a substitute for analysis of Yelp's results as reported under GAAP. Because of these limitations, you should consider Free cash flow alongside other financial performance measures, including various cash flow metrics, Net income (loss) and Yelp's other GAAP results. You can read more about the basis of presentation of the numbers in the table above, in Yelp's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at www.yelp-ir.com or the SEC's website at www.sec.gov. 33