#138 mm yelp* Investor Presentation Q1 2017 EEE III C#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, expected financial results and future financial position, future revenue, long-term target margins, projected growth and expenses, 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 regain profitability, particularly in light of our significant ongoing sales and marketing expenses and the planned wind down of sales activities outside the United States and Canada, our ability to attract, retain and motivate well-qualified employees, particularly in sales and marketing, the impact of reallocating resources currently invested in sales and marketing outside the United States and Canada, our ability to 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 those businesses, solutions or technologies, the efficacy of our automated recommendation software, our ability to maintain and expand our base of advertisers, 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. 120 2#3Connecting people with great local businesses 000 AT&T LTE Filter PARK 12:49 PM Q Dentists Current Location Nearby 6. Casa Dental Group 14 Reviews 1126 Meadow Lane, Concord General Dentistry, Cosmetic Dentists, Pediatric D... 1.3 mi 7. Hera Z Blazer, DDS ✰✰✰✰✰18 Reviews 3556 Concord Blvd, Ste D, Concord General Dentistry 8. Nicole Hoang DMD PC 33 Reviews 2151 Salvio St, Ste 275, Concord General Dentistry $80 for $100 Deal @82% 10. Healing Hands Dental Group ✰✰✰✰✰22 Reviews 1849 Willow Pass Rd, Ste 400, Concord General Dentistry 11. Treat Plaza Dental ✰✰✰✰✰5 Reviews 4425 Treat Blvd Ste A, Concord 9. Alexander Ham, DDS & Tiffany 1.9 mi H. Ham, DDS, MS 12. Lyla Turkzadeh, DDS 10 Reviews Map ✰✰✰✰✰33 Reviews Contra Costa Dentistry, 2951 Salvio St, Concord General Dentistry, Pediatric Dentists. Search 1.7 mi Activity 2 mi 2 mi 0.8 mi 1.1 mi More MOSES 3#4● ● Large market opportunity 20+ million Local business locations in the U.S. || yelpx Claimed local business locations: 3.6 million Paying advertising accounts: 139,000 Online* $21B Cable $7B OOH $8B ~$149 billion U.S. local ad spend (projected 2017) Radio $16B Mobile $16B Claimed local business locations as of March 31, 2017 and Paying advertising accounts for the quarter end March 31, 2017 Sources: BIA Kelsey, U.S. Census Bureau *Pure-play Online / Interactive and Email. TV $21B Direct Mail $37B Newspapers $16B Yellow Pages $4B Magazine $2B#5TV & Radio * Netflix Spotify The industry is shifting online Travel Priceline Airbnb Directories Hiring LinkedIn Indeed 5#6Leading local guide with plenty of room for growth 38% Yelp 33% TripAdvisor Mobile reach¹ 22% Groupon 14% YP Sites MOBILE PROPERTY 3% TOP 25 FourSquare 1 As defined by penetration of U.S. smartphones. Source: ComScore, March 2017, Mobile Media Metrix, Browsing + Application Data. Note: Top 20 Mobile Property based on March 2017 ComScore data, Mobile Media Metrix, Browsing + Application Data, Top 100 Properties. 3% Angie's List#7... Verizon Friends Compliment Andrea R. Elite 16 15 14 13 12 11 10 09 08 07 06 "Changing the world 1 Yelp at a Time..." Glencoe, IL Yelping since January 2006 Friends 3112 Reviews 2470 Our high-quality content continues to grow Unmatched local business information at consumers' fingertips 12:05 PM yelp Add Friend What is a Yelp Elite Years Elite 11 Tips 669 Nearby Photos and Videos 1043 Message More About Andrea Search Compliments 7347 1 90% 61 ...co Verizon Reviews ch Andrea R. 3,1232,471 1,045 Elite 16 2:52 PM Little Beans Cafe Big beans Useful O Nearby If I ask my 2-year-old what he'd like to do that day 98% of the time his response is "Little Beans." And if I ask my 4-year-old what she'd like to do that day 98% of the time her response is "Big Beans." My favorite play space back from my city days has opened an Evanston & (IMO) it's even better because it entertains kids thru the elementary school years. 6 I've been to Little/Big Beans several times since it opened. The first was during opening week and my 4 year old didn't even look at me the entire time except to inform me (9 months in advance) that she'd be celebrating her bday there. She was very entertained by all the toys in the Little Beans area & was even Search 1 96% Funny 2 FE 6 months ago Ziplining at big beans Activity Cool 1 More Over 127 million cumulative reviews 102 Q1'16 +26% 127 Q1'17 7#8Compelling app experience drives engagement Approximately 70% of page views came from app users App users view more than App unique devices* 21M Q1'16 +22% 26M Q1'17 ...oo Verizon Back All (1237) Belly 9:56 PM Photos and Videos Food (936) Inside (43) KKKLIH -10X 1 89. + * Number of unique devices accessing the app on a monthly average basis for the period indicated, according to internal Yelp logs. Note: Page views include business listing pages, business photo pages and search listings, page view metrics are for the quarter ended March 31, 2017. Outside Belly as many pages as website users Ju.8.AB 8#9● Local search ads Filter SQUARED WAPELEL Delivery 5:04 PM QMovers Austin, TX 512.945.0980 Local advertising features 9311 N Fm 620, Austin Movers ✓ 100% 14 Ad Square Cow Movers 430 Reviews Ad Elephant Moving & Storage ELEPI 440 E Saint Elmo Rd, Bldg B, Austin VING AND Movers, Self Storage AUST Jackson's 1. Jackson's Moving and Delivery ✰✰✰✰ 188 Reviews 606 W 51st St, Austin Movers Note: For Illustrative purposes only 2. Einstein Moving Company 293 Reviews EINSTEIN 9200 Brown Lane, Suite A, Austin Movers Map BRENDORLD MOVERS INFINITY 4. Infinity Moving Company a Nearby Search 3. Green Gorilla Movers 72 Reviews 706 W Ben White Blvd, Ste 140B, 78704.... Movers About Me -$50 1,000 monthly budget Cost-per-click: $1-20+ More Search yelpx Square Cow Movers 675 Reviews Movers Hours Today: 9:00 AM - 6:00 PM Add Photo Write a Review Enhanced profile Check In ● ● Open Get a Free Quote for Your Move Bookmark ~$50 - 100 per month More Info Hours, Website Ad Elephant Moving & Storage ELEPI 440 E Saint Elmo Rd, Bldg B, Austin VING AND Movers, Self Storage AUSTIN- Photos and Videos 7:0 SQUARECOW MOOVERS Photo slideshow and optional video 'Call to action' button Removal of competitor ads#10Key drivers of advertising revenue by segment $ Local SMB Salesforce growth Revenue retention Rep productivity Multi-location Penetration of existing advertisers Increased account coverage Leverage of Yelp insights W $ Self serve Product innovation New customer acquisition Continued experimentation 10#11Contribution margin of an average local advertiser 48% Strong unit economics Year 95% Year 2 95% Ye Note: Data based on internal analysis conducted in June 2015. Revenue is based on average advertising spend for single-location CPM advertisers, average revenue retention and advertising contract term length. Customer acquisition costs include direct sales, marketing, credit card transaction fees and support costs and are based on the average productivity of a salesperson. 11#12Launch date of U.S. Yelp Community 2005 - 2006 2007 - 2008 2009 - 2010 Advertising revenue in our oldest communities grew more than 20% on average Number of Yelp Communities (1) 6 14 18 Average Cumulative Reviews in Q1 2017 (2) 7,921 1,804 675 (1) A Yelp community is defined as a city or region in which we have hired a Community Manager. (2) Average cumulative reviews is defined as the total cumulative reviews for businesses in the cohort as of March 31, 2017 (in thousands) divided by the number of communities in the cohort. (3) Year-over-year growth in average cumulative reviews compares the average cumulative reviews as of March 31, 2017 with that of March 31, 2016. Year-Over-Year Growth in Average Cumulative Reviews (3) 23% 25% 30% Average Advertising Revenue in Q1 2017 (4) $10,959 $3,388 $897 Year-Over-Year Growth in Average Advertising Revenue (5) 21% 27% 23% (4) Average advertising revenue is defined as the total advertising revenue from businesses in the cohort over the three-month period ended March 31, 2017 (in thousands) divided by the number of communities in the cohort. (5) Year-over-year growth in average advertising revenue compares the average advertising revenue in the three-month period ended March 31, 2017 with that of the same period in 2016. 12#13...co Verizon Top Rated Standalone Eat24 offering Restaurants Q What are you hungry for? 11:13 AM Distance Little Griddle ***** 490 Reviews Burgors, American Delivery $5.00 (45-60 min) Sidewalk Juice Smoothies, Organic A Home 250 Reviews 2 Login Eat24: Another way for consumers to connect with local businesses online What's Good Newest Cart Note: For Illustrative purposes only ✓ 58% Filter Minimum 1.25 m Min $15 223 m a Order Status ... Verizon ← Spicy Eye Candy (8) Little Griddle 11:14 AM Veggie Home Full Menu Notes 2 Login Traditional Burger With American Cheese Lettuce, tomato, onions, little griddle sauce. ★ What's good Homemade Sandwich $9.50 Choice of turkey, ham or pastrami. Cheddar cheese, mixed green, tomato, red onions, mayo, mustard, dijon. Optional: pickles, jalapeno, pepperoncini, cucumbers. 1 58% Info 1400 Club Sandwich Turkey, apple smoked bacon, cheddar, mixed greens, tomato, red onions, mayo. Breakfas Cart Healthy $9.95 $10.45 Order Status ..oo AT&T LTE 11:16 AM Filter a lunch Current Location Price... Open Now Nearby Integration on Yelp 10 92% Search Map Order Pickup or D 1. Ayola 0.02 mil 606 Reviews $ 118 New Montgomery St, Financial Dist... Greek, Mediterranean Order Pickup 2. Working Girls' Cafe ✰✰✰✰✰352 Reviews 122 New Montgomery St, Financial Dist... Sandwiches, Breakfast & Brunch, Salad 3. The Pink Elephant Alibi 448 Reviews 142 Minna St, Financial District American (New), Breakfast & Brunch,... Order Pickup p Activity 0.02 mi 0.03 mi $$ 4. Trou Normand ✰✰✰✰✰395 Reviews 140 New Montgomery St, Financial Dist.... Breakfast & Brunch, Cocktail Bars 0 mi $$ More 11:17 AM 000 AT&T LTE Filter Q lunch Current Location Order Pickup or Delivery Delivers to Current Location Delivery Fee $12.99 Nearby 1. Tava Indian Kitchen ✰✰✰✰✰400 Reviews 163 2nd St, Financial District Indian, Halal, Gluten-Free Delivery Fee: Free Delivery Min $0.00 Start Order Search Delivery Min $25.00 10 Start Order 3. Favs 2. North India Restaurant ✰✰✰✰✰578 Reviews 123 Second St, Financial District Indian 92% PokéStop Nearby Map Modify Activity Delivery Time 45-75 Mins 0.1 mi $ 0.1 mi $$ Delivery Time 45-60 Mins More 13#14O * Floor B Book Questa (?) Available 6:00PM 13 Tables available Deborah Jenneen 6:15PM 2 Guests Available 6:15PM 6:00 PM Sharonda Elliott 6:30PM Available 6:45PM A2+ Yelp Reservations: intuitive and affordable cloud-based online reservations solution 13 Tables available 2 Guests Available 6:30PM 12 Tables available 12 Tables O O 15 11 Pad Floor Book 2 Help Note: For Illustrative purposes only Bill Spooner 7:00PM 4 Guests 7:00 PM Prairie Prince 7:00PM 8 Guests Available 7:00PM 12 Tables available Jack Clark 7:15PM 2 Guests Available 7:15PM 12 Tables available Mindy Adame Main Dining Room Patio b1 23 GD £2+ O Reservation Create Block Shift Notes 23+ 12 101 Roger Steen 8:00PM 2 Guests 8:00 PM Available 8:00PM 12 Tables available Lizzie Goodwin 8:15PM 3 Guests Available 8:15PM 12 Tables available Available 8:30PM 12 Tables available Available. 14 11:15 AM 15 Today, Jul 22 Dinner -31 covers 31 32 33 34 13 22 Times Reservations upcoming Wait List vected Bill Spooner 11:15AM 4 Guests Deborah Jennsen 11:15AM 2 Guests Jack Clark 11:15AM 2 Guests Rick Anderson 11:15AM 6 Guests Sharonda Elliott 11:15AM 2 Guests Prairie Prince 7:00PM 8 Guests Mindy Adame 7:30PM 2 Guests Roger Steen 8:00PM 2 Guests Lizzie Goodwin 8:15PM 3 Guests on el TD 11 (7) (79) C C C el Servers A 21 15 31 101 11 23+ 31 13 22 en ... Verizon Nearby Filter Q Reservations Table for 2, today at 7:00 pm Nearby 4:58 PM Search 1. Osha Thai 2073 Reviews 149 2nd St, Financial District Thai 6:45 pm 2. Gaspar Brasserie 187 Reviews 185 Sutter St, Financial District Brasseries, French, Cocktail Bars 6:45 pm 7:00 pm 3. Cockscomb 7:00 pm 564 4th St, SoMa American (New), Bars, Live/Raw Food 5:15 pm 6:45 pm 414 Reviews Search 4. Mangia Tutti Ristorante 275 Reviews 7:00 pm 635 Clay St, Financial District Italian 7:00 pm M Activity Map ON * 0.1 mi $$ 7:15 pm 0.3 mi $$$ 7:15 pm 0.6 mi $$$ 8:15 pm 0.6 mi $$ 7:15 pm More wwwwwww 14#15000 AT&T LTE Filter consumer-to-business FREE ESTIMATES Request-A-Quote: enhancing the Nearby 2:28 PM Q Plumbing Current Location 4104240 N No vency Plumbing $99 for $157 Deal 14. Fast Response Request a Quote 261 Reviews Run rate of 10 million annual quote Requests* 236 W Portal Ave, Ste 459, West Portal Plumbing L M. "First review ever, but after hearing of my co-worker's ordeal with a different company to replace a clogged toilet, I felt obligat..." 15. R. Hassett Plumbing ****71 Reviews Potrero Hill, San Francisco. Plumbing, Contractors. Search Alan C. "My client (the Sellers) were up against a deadline for closing escrow on the sale of their home in Potrero Hill. The company that..." 16. 24/7 Rooter & Plumbing ✰✰✰✰✰115 Reviews 2843 Folsom St, Ste 3, Mission Plumbing Request a Quote 18. Citywide Plumbing ✰✰✰✰✰71 Reviews Daly City + 31% Map FOOER 17. A1 Plumbing Supply 16 Reviews 224 12th St, SoMa Plumbing, Kitchen & Bath Miranda M. "The customer service is super nice here ! Peter was so patient and helpful to help me find out a no logo no brand faucet..." 5.3 mi Activity 27 mi 1.7 mi $$ 8.8 mi More AT&T LTE Cancel A 123 Hi, I need help fixing my toilet. It is not flushing and might be clogged. I need it fixed as soon as possible and I live in San Francisco. How much will it cost and how soon can you get to me? Thanks! 2:28 PM 24/7 Rooter & Plumbing Currently responding in about 1 hour QWE RT Y U I N * Annualized based on quote Requests submitted during the month of April 2017. Note: For Illustrative purposes only S D F GH J connection on Yelp X The Q C V B space 32% I'm K N M Sen O L return P X O BELL Skip 4:21 PM More Quotes Your request has been sent. We'll email you when they reply. Showing 10 Businesses We found 10 more businesses that are serving in your area and likely to answer your request. Edit Your Message Ace Plumbing and Rooter 115 Reviews Responds in about 1 hour Pop N Go Plumbing and Draining ✰✰✰✰✰ 15 Reviews Responds in about 2 hours Alansi's Plumbing Co. ✰✰✰✰✰ 10 Reviews Responds in about 1 day 22% Select All Sponsored Send 3 Quote Requests 15#16$159 Total net revenue (mm) Q1'16 Solid first quarter results +24% $197 Q1'17 Adjusted EBITDA* $13 Q1'16 (mm) +125% $29 Q1'17 wwwwww LETTEREVEL * See slide 21 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. 16#17$550 2015 Strong financial performance Total net revenue (mm) $713 2016 $850- 865 2017E $69 2015 Adjusted EBITDA* (mm) $120 2016 wwwwww $130- 145 2017E LETTEREVEL * See slide 21 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. 17#18(as a percentage of revenue) Cost of Revenue Sales & Marketing Product Development ‒‒‒‒‒‒‒‒‒‒‒‒ G&A D&A ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Adj. EBITDA Margin* Long-term target model FY2012 7.2% 62.5% 14.9% ‒‒‒‒‒‒‒‒ 22.9% 5.3% 3.3% FY2013 7.1% 56.6% 16.4% 18.4% 4.9% 12.6% Stock based comp included in each line item except for adjusted EBITDA FY2014 6.5% 53.3% 17.3% 15.4% 4.7% 18.8% FY2015 9.3% 54.9% 19.6% 14.7% 5.4% 12.6% FY2016 8.5% 53.7% 19.4% 13.7% 5.0% 16.8% LT Targets 7%-8% 43%-44% 12%-14% 8%-11% ~4% 35%-40% * Calculated as Adjusted EBITDA divided by Net revenue. See slide 21 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. 18#19Investment highlights Large addressable market opportunity Strong focus on product and innovation Highly engaged consumer and business-owner bases Purchase-oriented traffic increasingly transacting on Yelp Diversified revenue base and attractive cash flow 19#20Appendix 20#21($mm) Net Income / (Loss) + Tax & Other Expenses + Depreciation & Amortization + Stock Based Compensation* + Restructuring & Integration Adjusted EBITDA / Net Revenue Adjusted EBITDA Margin Adjusted EBITDA reconciliation 2012 ($19.1) 0.3 7.2 14.9 1.3 2013 ($10.1) 3.3% 1.2 11.5 26.1 0.7 2014 12.6% $36.5 ($32.9) (25.4) 17.6 42.3 0.0 2015 11.6 18.8% 29.6 60.8 0.0 2016 ($4.7) 12.6% (0.3) $4.6 $29.4 $70.9 $69.1 $120.1 35.3 $137.6 $233.0 $377.5 $549.7 $713.1 86.3 3.5 16.8% Q1 ($15.4) 1.2 8.2 19.1 0.0 $13.0 $158.6 8.2% 2016 Q2 $0.4 (1.6) 8.6 20.7 0.0 $28.1 Q3 16.2% $2.1 (0.1) 9.2 22.6 0.0 $33.7 $173.4 $186.2 18.1% 04 $8.3 0.3 9.4 23.9 3.5 $45.3 $194.8 23.2% 2017 Q1 ($4.8) (0.7) 10.2 24.3 0.2 $29.3 $197.3 14.8% This presentation includes adjusted EBITDA, a non-GAAP financial measure 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 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. Additionally, Yelp has not reconciled its adjusted EBITDA outlook for the second quarter and full year 2017 to its net income (loss) outlook because it does not provide an outlook for other income (expense) and provision for income taxes, which are reconciling items between net income (loss) and adjusted EBITDA. As items that impact net income (loss) are out of Yelp's control and cannot be reasonably predicted, Yelp is unable to provide such an outlook. Accordingly, reconciliation to net income (loss) outlook for the quarter and full year 2017 is not without 21#22Compelling ROI for local advertisers $267 Average monthly spend on CPC or CPM ads ROI 269% $983 Estimated monthly revenue from ad-driven leads Note: Analysis conducted for the month of Sept 2014. Advertisers include single location local businesses that purchased local search ads (ad spend does not include Enhanced Profile features). Estimated Revenue is (leads from ad clicks) x (average revenue per customer as estimated by the Boston Consulting Group, survey conducted Nov 2012). 22#23Reviews by Metro / Philadelphia (Cumulative) 2006 scout 2007 2008 Philadelphia case study 2009 Content and traffic build 2010 2011 2012 2013 2014 Monetization begins 2015 Revenue ($ in thousands) 2016 $8,000 $6,000 $4,000 $2,000 $0 23#24Wide breadth of business categories and diversified revenue 23% 9% 11% 13% 14% 30% Advertising revenue Home & local services Restaurants 32% 22% 6% 9% 18% 13% Reviewed businesses Beauty & fitness Health ■Shopping Note: As of March 31, 2017; Includes some businesses that have only received reviews that have been removed or not recommended Other 24