#1★★★★ yelp Investor Presentation Q2 2017 C#2FORWARD-LOOKING STATEMENTS Safe Harbor 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, the pending sale of Eat24 and strategic partnership with Grubhub, 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, the risk that the planned sale of Eat24 to and partnership with Grubhub may not be completed in a timely manner or at all, which may adversely affect our business, 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. 2#3Connecting people with great local businesses 000 AT&T LTE Filter PAARD Nearby 12:49 PM Q Dentists Current Location 6. Casa Dental Group 14 Reviews 7. Hera Z Blazer, DDS 18 Reviews 1126 Meadow Lane, Concord General Dentistry, Cosmetic Dentists, Pediatric D... 1.3 mi 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 @1 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 General Dentistry 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 mil More velpde STOVAN 3#4● ● Large market opportunity 20+ million Local business locations in the U.S. || yelpx Claimed local business locations: 3.8 million Paying advertising accounts: 148,000 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 June 30, 2017 and Paying advertising accounts for the quarter end June 30, 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 4#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 35% TripAdvisor Mobile reach ¹ 20% Groupon 14% YP Sites MOBILE PROPERTY 3% Angie's List TOP 20 1 As defined by penetration of U.S. smartphones. Source: ComScore, June 2017, Mobile Media Metrix, Browsing + Application Data. Note: Top 20 Mobile Property based on June 2017 ComScore data, Mobile Media Metrix, Browsing + Application Data, Top 100 Properties. 3% FourSquare 6#7... Verizon Friends 12:05 PM yelp Andrea R. Elite 16 15 14 13 12 11 10 09 08 07 06 Compliment "Changing the world 1 Yelp at a Time..." Glencoe, IL Yelping since January 2006 Friends 3112 Reviews 2470 Add Friend What is a Yelp Elite Nearby Message Photos and Videos 1043 More About Andrea ★ Years Elite 11 Tips 669 Unmatched local business information at consumers' fingertips Compliments 7347 Search Our high-quality content continues to grow 1 90% ...co Verizon Reviews ch Andrea R. 3,123 2,471 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 SVERIGE Search 1.96% 6 months ago Funny 2 Ziplining at big beans Activity Cool 1 More 135 million cumulative reviews. 108 M Q2'16 +24% 135 M Q2'17 7#8Compelling app experience drives engagement Approximately 70% of page views came from app users App unique devices* 23M Q2'16 +22% 28M Q2'17 App users view more than ...oo Verizon Back All (1237) Belly 9:56 PM Photos and Videos Food (936) Inside (43) الاسلامي 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 June 30, 2017. 10X + Outside Belly as many pages as website users 8#9Local search ads ● Filter 517 945 0940 EINSTEIN LA MINI INFINITY 5:04 PM Q Movers Austin, TX Ad Elephant Moving & Storage ELEPI 440 E Saint Elmo Rd, Bldg B, Austin VING AND Movers, Self Storage AUT Ad Square Cow Movers 430 Reviews 9311 N Fm 620, Austin Movers Note: For Illustrative purposes only ✓ 100% * 1. Jackson's Moving and Delivery 188 Reviews 606 W 51st St, Austin Movers Map 2. Einstein Moving Company 293 Reviews 9200 Brown Lane, Suite A, Austin Movers 4. Infinity Moving Company Q Nearby Search 3. Green Gorilla Movers 0000072 Reviews 706 W Ben White Blvd, Ste 140B, 78704... Movers About Me More -$50 1,000 monthly budget Cost-per-click: $1-20+ Advertising features 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 Photos and Videos 750 SQUARECOW MOOVERS Photo slideshow and optional video 'Call to action' button Removal of competitor ads Cilen 19 9#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 Ⓡ$ Self serve Product innovation New customer acquisition Continued experimentation 10#11Contribution margin of an average local advertiser 48% Strong unit economics Year 1 95% Year 2 95% Year 3 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. c 11#12Launch date of U.S. Yelp Community 2005 - 2006 2007 - 2008 2009 - 2010 Advertising revenue in our oldest communities grew by double digits on average Number of Yelp Communities (1) 6 14 18 Average Cumulative Reviews in Q2 2017 (2) 8,234 1,904 719 (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 June 30, 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 June 30, 2017 with that of June 30, 2016. Year-Over-Year Growth in Average Cumulative Reviews (3) 22% 24% 29% Average Advertising Revenue in Q2 2017 (4) $11,332 $3,518 $929 Year-Over-Year Growth in Average Advertising Revenue (5) (4) Average advertising revenue is defined as the total advertising revenue from businesses in the cohort over the three-month period ended June 30, 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 June 30, 2017 with that of the same period in 2016. 15% 20% 21% 12#13Grubhub partnership expected to nearly double online food ordering options on Yelp Order-enabled restaurants on Yelp >40K Before partnership ~75K After partnership* * Note: The planned partnership with Grubhub will not take effect unless and until Grubhub completes its acquisition of Eat24, which is subject to customary closing conditions, including the expiration of U.S. antitrust waiting periods. Accordingly, the planned partnership may not become effective in a timely manner or at all. Order pickup and delivery right on Yelp 000 AT&T LTE 11:16 AM Filter a lunch Current Location Price ... Open Now Nearby 10 92% Map Order Pickup or D 1. Ayola 0.02 mi 606 Reviews $ 118 New Montgomery St, Financial Dist... Greek, Mediterranean Order Pickup Search 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 0.02 mi p Activity 4. Trou Normand 0.03 mi $$ 395 Reviews 140 New Montgomery St, Financial Dist... Breakfast & Brunch, Cocktail Bars 0 mi $$ More 11:17 AM 000 AT&T LTE Filter Q lunch Current Location. Map Order Pickup or Delivery Delivers to Current Location Delivery Fee $12.99 1. Tava Indian Kitchen ✰✰✰✰✰400 Reviews 163 2nd St, Financial District Indian, Halal, Gluten-Free Delivery Fee: Free Delivery Min $0.00 Start Order Nearby Search Delivery Min $25.00 2. North India Restaurant ✰✰✰✰✰578 Reviews 123 Second St, Financial District Indian Start Order 3. Favs 10 92% PokéStop Nearby wwwwww. Modify Delivery Time 45-75 Mins 0.1 mi $ M Activity 0.1 mi $$ Delivery Time 45-60 Mins More 13#14000 AT&T LTE Filter Q Plumbing Current Location Novoney 410424114 Plumbing Request-A-Quote consumer-to-business $99 for $157 Deal FREE ESTIMATES 2:28 PM Nearby 14. Fast Response Request a Quote 236 W Portal Ave, Ste 459, West Portal Plumbing 261 Reviews LM. "First review ever, but after hearing of my co-worker's ordeal with a different company to replace a clogged toilet, I felt obligat..." 15. R. Hassett Plumbing 71 Reviews Potrero Hill, San Francisco. Plumbing, Contractors. AER 17. A1 Plumbing Supply OOO Alan C. "My client (the Sellers) were up against a deadline for closing escrow on the sale of their home in Potrero Hill. The company that..." 16. 24/7 Rooter & Plumbing 115 Reviews 2843 Folsom St, Ste 3, Mission. Plumbing Daly City 16 Reviews 224 12th St, SoMa Plumbing, Kitchen & Bath Search 2Q17 Requests grew nearly 50% from 1Q17 Note: For Illustrative purposes only Request a Quote 18. Citywide Plumbing 71 Reviews Miranda M. "The customer service is super nice here ! Peter was so patient and helpful to help me find out a no logo no brand faucet..." 31% + Map 5.3 mi Activity 2.7 mi 1.7 mi $$ 8.8 mi More AT&T LTE Cancel A 123 2:28 PM 24/7 Rooter & Plumbing 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! enhances the connection on Yelp Currently responding in about 1 hour QWE RT Y U I The S D F GH J Z X C V B Q space 32% I'm K N M Sent 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 14#15D Driving subscription revenue... * Floor B Book Cuesta Ext (3 Hop 6:00 PM Available 6:00PM 13 Tables available Deborah Jennsen 6:15PM 2 Guests Available 6:15PM 13 Tables available Sharonda Elliott 6:30PM 2 Guests Available 6:30PM 12 Tables available Available 6:45PM 12 Tables a on+ N Reservation Create Blo Note: For Illustrative purposes only 15 11 @ Guests Ⓡ Yelp Reservations restaurants in key cities increased nearly 30% y-y Bill Spooner 7:00PM 4 Guests 11:13 AN Prairie Prince 7:00PM 8 Guests Available 7:00PM 12 Tables available Jack Clark 7:15PM 2 Guests bf 7:00 PM Available 7:15PM 12 Tables available. Mindy Adame Main Dining Room 22 23 11 Patio 8 Reservation Create Block 12 Shift Notes 21 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 Today, Jul 22 Dinner -31 covers bl 3% 31 32 33 b10 13 22 Timers Reservations upcoming Wait List Bill Spooner 11:15AM 4 Guests veted 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 al Lizzie Goodwin 8:15PM 3 Guests $ al (TE (8) (1 (TD C e C of Servers 15 31 101 11 23+ 31 13. 22 Of ...as well as usage and engagement ... Verizon * Nearby Filter Nearby Q Reservations Table for 2, today at 7:00 pm 4:58 PM Search 1. Osha Thai 6:45 pm 2073 Reviews 149 2nd St, Financial District Thai 2. Gaspar Brasserie **** 187 Reviews 185 Sutter St, Financial District Brasseries, French, Cocktail Bars 6:45 pm 7:00 pm 3. Cockscomb 6:45 pm 7:00 pm Search 564 4th St, SoMa American (New), Bars, Live/Raw Food 5:15 pm 414 Reviews 4. Mangia Tutti Ristorante 275 Reviews 635 Clay St, Financial District Italian 7:00 pm 7:00 pm D -M Activity ON Map * 0.1 mi $$ 7:15 pm D.3 mi $$$ 7:15 pm 0.6 mi $$$ 8:15 pm 0.6 mi $$ 7:15 pm More 15#16Recent acquisitions drive usage and value in Yelp's largest traffic category yelp wifi yelp* nowait Note: For Illustrative purposes only ● ● ● ● ● ● Location-based marketing and analytics platform utilizing public Wi-Fi to attract, retain and reward customers Yelp's first customer-retention offering for businesses Formerly known as Turnstyle, acquired in April 2017 Leading restaurant waitlist system and seating tool Enables users to discover real-time seating availability and remotely add their names to restaurants' waitlists Acquired in March 2017, integrated with Yelp Reservations 16#17$173 Q2'16 Solid second quarter results Total net revenue (mm) + 20% $209 Q2'17 Adjusted EBITDA* $28 Q2'16 (mm) +53% $43 Q2'17 * See slide 22 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$550 2015 Strong financial performance Total net revenue (mm) $713 2016 $855- 865 2017E $69 2015 Adjusted EBITDA* (mm) $120 2016 wwwwwww $143- 153 2017E * See slide 22 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. 18#19(as a percentage of revenue) Cost of Revenue Sales & Marketing Product Development G&A D&A Adj. EBITDA Margin* Long-term target model FY2012 7.2% 62.5% 14.9% 22.9% 5.3% 3.3% FY2013 7.1% 56.6% 16.4% 18.4% 4.9% 12.6% FY2014 6.5% 53.3% 17.3% 15.4% 4.7% 18.8% Stock based comp included in each line item except for D&A and adjusted EBITDA FY2015 9.3% 54.9% 19.6% 14.7% 5.4% 12.6% FY2016 8.5% 53.7% 19.4% 13.7% 5.0% 16.8% LT Targets 7% -8% 43% -44% 12% -14% 8% -11% ~4% 35% -40% ed and for in * Calculated as Adjusted EBITDA divided by Net revenue. See slide 22 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. 19#20Investment highlights Large addressable market opportunity Strong focus on product and innovation. Highly engaged consumer and business-owner bases. Purchase-oriented traffic increasingly transacting on Yelp Diversified revenue base and attractive cash flow .akam 20#21Appendix 21#22($mm) Net Income (Loss) + Tax & Other Expenses + Depreciation & Amortization + Stock Based Compensation* + Restructuring & Integration Adjusted EBITDA / Net Revenue Adjusted EBITDA Margin 2012 ($19.1) 0.3 7.2 14.9 1.3 $4.6 Adjusted EBITDA reconciliation 2013 1.2 11.5 ($10.1) $36.5 ($32.9) ($4.7) 26.1 2014 0.7 (25.4) 17.6 42.3 0.0 2015 $29.4 $70.9 11.6 29.6 60.8 2016 0.0 (0.3) 35.3 86.3 3.5 $69.1 $120.1 $137.6 $233.0 $377.5 $549.7 $713.1 3.3% 12.6% 18.8% 12.6% 16.8% Q1 ($15.4) 8.2 19.1 0.0 $13.0 2016 Q2 $0.4 1.2 (1.6) (0.1) 8.6 20.7 0.0 Q3 $28.1 $2.1 9.2 22.6 0.0 $33.7 $158.6 $173.4 $186.2 8.2% 16.2% 18.1% Q4 $8.3 0.3 9.4 23.9 3.5 $45.3 $194.8 23.2% Q1 2017 ($4.8) (0.7) 10.2 24.3 0.2 $29.3 Q2 $7.6 (0.7) 10.7 25.4 0.0 $42.9 $197.3 $208.9 14.8% 20.5% 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 third 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 on to net income (loss) outlook for the third quarter and full year 2017 is not available without unreasonable effort. income 22#23Compelling ROI for local advertisers $267 Average monthly spend on CPC or CPM ads ROI 269% $983 Estimated monthly revenue from ad-driven leads Note: Analysis conducted for the month of Sept 2014. Advertisers include single location local businesses that purchased local search ads Profile features). Estimated Revenue is (leads from ad clicks) x (average revenue per customer as estimated by the Boston Consulting Glad spend does not include Enhanced survey conducted Nov 2012). 23#24Reviews by Metro / Philadelphia (Cumulative) 2006 scout 2007 2008 Philadelphia case study Content and traffic build 2009 2010 2011 2012 2013 2014 Monetization begins 2015 Revenue ($ in thousands) 2016 $8,000 $6,000 $4,000 $2,000 $0 + 24#25Wide breadth of business categories and diversified revenue 22% 9% 11% 13% 14% 31% Advertising revenue Home & local services Restaurants 31% 22% 6% 9% 18% 14% Reviewed businesses Beauty & fitness Health Note: As of June 30, 2017; Includes some businesses that have only received reviews that have been removed or not recommended ■ Shopping ■ Other 25