#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 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 20 Strong governance Refreshed board and strengthened focus on performance 2#4About Yelp#5Our guiding mission: Connecting people with great local businesses 4:511 Search 29 Jeff's Construction 162 Reviews Verified License Contractors, Kitchen & Bath Open until 6:00 PM About Yelp PORTFOLIO FROM THIS BUSINESS O HE Kitchen Remodel 2... Bathroom Remodel... Kitc 3 Photos 4 Photos 3 Phi 10 min Response Time Search . Delivery Request a Quote See All 17 100% Response Rate 96 locals recently requested a quote (8 Me Collections More Market Opportunity Consumers Trust Discovery Convenience Strategy Local biz Consumer trust Visibility High-intent leads Capital Allocation 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 ZIR RRERATXAUdel? looking for How would you like to respond? Ⓒ Send estimate and availability Governance ? Need more information Unable to service 1 Financial Results 4#6The trusted resource in Local Consumers and business owners trust Yelp for their local needs ¹As of December 31, 2019 Consumers About Yelp 205 million Cumulative reviews¹ 96 million Unique visitors on desktop and mobile² ²ComScore TTM monthly average, October 2019 3Monthly average for Q4 2019 Market Opportunity Strategy Capital Allocation Local Business G LO Jeff 4.9 million Active claimed local business locations¹ 565,000 Paying advertising locations³ Governance Financial Results 5#7Yelp is all things local We serve a wide range of consumers' local needs Restaurants, Cafes, Nightlife About Yelp Health & Beauty Market Opportunity Strategy Shopping Capital Allocation Hotels, Travel, Other Governance geff Services (Home, Local, Auto, Professional & Other) Financial Results 6#8Our breadth is an advantage High-frequency categories drive consumer traffic to the categories with the highest value Restaurants, Cafes, Nightlife > 60% of page views > 15% of Ad revenue Note: Page views and Advertising revenue by category FY19 About Yelp Health & Beauty Market Opportunity Strategy Shopping Capital Allocation Hotels, Travel, Other Governance geff Services (Home, Local, Auto, Professional & Other) < 10% of page views >50% of Ad revenue Financial Results 7#9Market Opportunity#10Large and growing market U.S. Local Advertising Spend ($ in billions) Digital Media '19-23E CAGR: 10% $63 $90 $71 $90 2019 2020E About Yelp Digital Media Traditional Media $78 $88 2021 E $86 $88 $94 $86 2022E 2023E Market Opportunity Source: BIA Advisory Services, 2020 U.S. Local Advertising Forecast Strategy Capital Allocation 2019 U.S. Local Digital Advertising Spend by Category ($ in billions) $8 Restaurants Multi-location Digital SMB Digital $27 Other $28 Governance Services Source: BIA Advisory Services, 2020 U.S. Local Advertising Forecast; Yelp internal data 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 About Yelp Market Opportunity Consumer leads on Yelp Monetized leads Strategy Capital Allocation To drive greater monetization, we are focused on: 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 Governance Financial Results 10#12Strategy Accelerating revenue growth#13Mid-teens long-term revenue CAGR target About Yelp Enhance consumer experience Win in key categories Restaurants Services Drive more value to business customers Expand offerings apture Multi-location opportunity Market Opportunity Strategy Drive growth across SMB and Multi-location customers Target 2019-2023 revenue CAGR 10%+ SMB 20%+ Capital Allocation Multi-loc || Mid-teens % Total Advertising revenue Note: SMB = Local Rep Sold + Local Self Serve Governance Financial Results 12#14Enhance consumer experience Maintaining our consumer trust advantage and large organic audience • Trusted, high-quality reviews • Personalized suggestions and experiences • Only-on-Yelp features About Yelp Market Opportunity Strategy Tell us more about you Don't worry-anything you skip won't disappear from Yelp, we'll just prioritize the preferences you select. Vegetarian Kosher Dietary (1) Pescatarian Halal Auto Owner Parent Lifestyle (2) Gluten-free Accessibility Capital Allocation Vegan Keto Homeowner Pet Owner Gender Neutral Bathrooms Add preferences (3) Governance <Restaurants Current Location -0- Filters MENU 1. Fog Harbor Fish House ✰✰✰✰✰5,568 Reviews $$ Seafood, Bars • Live wait time Has many Pescatarian options Menu Sort: For You 2. Woodhouse Fish Company 2173 reviews $$ Seafood, American (New) Plan ahead and save a table. Search 2 Delivery Has many Pescatarian options and is Kid Friendly Order Delivery Mo In Join Wartist W Collections More Financial Results 13#15Win in key categories Driving frequent consumer connections via the Restaurants category • Yelp Reservations • Yelp Waitlist • Personalized recommendations About Yelp Market Opportunity Strategy 4:13 1 <Search Tony's Pizza Napoletana 4,924 Reviews $$$$ Pizza, Italian, Cocktail Bars. Closed Today Add Photo Remind Me to Join Later 4 pm See All 4,348 Check In ✓ Following Average wait times: Today v Open 12:00 pm - 10:00 pm 6 pm 8:00 pm: 40 min wait Capital Allocation 8 pm Tap graph to view wait times 10 pm Governance Search WAITLIST O Tony's Pizza Na... LIVE Current wait: under 5 minutes Join the Waitlist Now Remind Me to Join Later AVERAGE WAIT TIMES Average wait times: Today Open 12:00 10:00 pm 2 guests 3 guests 4 guests 5 guests 6 guests I want to eat around 8:00 pm û Today Tomorrow Wed, Sep 11 Thu Sep 12 Create Reminder 7:00 pm 7:30 pm 8:00 pm 8:30 pm 9:00 pm We'll remind you to join at the right time based on live wait times 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 About Yelp Market Opportunity Strategy um nert Park 10:54 1 Sonoma < Decks & Railing Current Location American Canyon Filters Q Search Sponsored Results Ⓒ ✓ Sort Response Time 1 hour Nor-Cal Wood Restoration and Pain... ✰✰✰✰✰30 Reviews Decks & Railing, Painters, Siding Call Delivery Napa Price... AAA Construction & Design ✰✰✰✰✰ 19 Reviews Verified License Decks & Railing,... Capital Allocation Request a Quote Mu Open N 11.5 mi □ Collections 2.3 mi Response Rate 100% More Governance 10:15 1 Back When do you require this service? As soon as possible I'm flexible Specific date(s) - Choose up to 3 S February 2020 2 9 16 M 3 Request a Quote 10 17 23 24 T 11 18 W 4 5 6 7 25 12 T 19 13 F 20 14 21 Cancel 26 27 28 Next S 1 8 15 22 29 Financial Results 15#17Drive more value to business customers Increasing client satisfaction by delivering even more leads for their monthly budgets . More ad clicks at lower prices • Improved lead matching • Advancing reporting About Yelp Market Opportunity Strategy ivity Activity last 30 days 30 Day Activity User views 4,519 1200 1000 800 600 400 200 Jan 3 Organic 1130 Two Peas and a Plant 8 Home Customer Leads 386 13 18 Ads 3389 - Biz Info A Yelp user clicked to call your business. Monday, November 12, 2018 at 10:10 AM via Yelp mobile site Capital Allocation 23 M Inbox 28 Velp Ads 95 Mor Feb 2 Inbox Reviews Governance Photos & Videos 2.536 User Views Community Questions 354 Customer Leads 9:41 AM Pipeline Plumbing 54 Main St, Pleasentville, CA 94105 310 Yelp Ad Clicks Leads + 18% Clicks Leads M Activity Anthony K., a man in his 30s from Hamburg, Germany uploaded 3 photo B: Pag inbox Yelp Ads Financial Results 16#18Expand offerings Impactful solutions to address business owners' unique needs at a range of prices •Right product, right price ● Packaging to solve needs • Serving businesses of all sizes About Yelp Market Opportunity Strategy Search 365 Landscaping Verified License Yelp confirmed this business's trade license. PORTFOLIO FROM THE BUSINESS Search Marin Outdoor Enter... Diamond Heights So... 18 Photos 12 Photos Rohnett Park Napa Petaluma Vallejo San Francis Daly City San Mateo San Francisco, CA 94122 Serving San Francisco Area A CNDination Delivery Capital Allocation A Me Fairfield 1 EXTINTS Collections Lodi Concord Stock Oakland Manteca Hayward Tracy Fremont Militar 6.6 More Remodel Pros Verified License Yelp confirmed this business's trade license. HIGHLIGHTS FROM THE BUSINESS Ⓒ GILLE 4-2 Locally-owned & operated Governance Pine St BO Certified professionals 00 Ⓒ To Available by appointment DELUEN PLACE See Consulta availal Financial Results 17#19113 Capture Multi- location opportunity Driving store visits and leads with compelling returns • Effective new ad formats • Strong returns for advertisers • Expanding into a broad range of categories About Yelp Market Opportunity Strategy Search OM THIS BUSINESS Panera Bread FROM THIS BUSINESS New product Featuring new Grain Bowls Autumn tastes are now in season. ench Onion Soup Photo 15 Reviews Bay St 101 Broccoli Cheddar So... 3 Photos 14 Reviews Directions Capital Allocation 1:18 Governance < Hair Removal 94105 O Camp Filters ✓ Sort Sponsored Results Search LaserAway ✰✰✰✰90 Reviews Verified License Laser Hair Removal, Body Contouring,... 355 Sutter St, Financial District Point Pinole Raminnall Response Time Laser Hair Removal Up to 65% off Laser Hair Removal LASER CLINIC Activity Price *** See Offer Open Now! A Me Response Rate □ Collections 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 Driving retention by delivering more value to advertisers Multi-location attribution, product, and category expansion Restaurant subscription offerings About Yelp Market Opportunity $1B 2019 Revenue Strategy Production Local Mid-teens CAGR Retention Capital Allocation Multi-location Penetration Governance Subscription + Other Services 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 About Yelp 21%¹ Market Opportunity 2019 Adjusted EBITDA Margin Sales Mix Strategy Local Retention 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). Corporate Expense Savings Capital Allocation B2B Marketing Governance 30-35% 2023E Adjusted EBITDA Margin Financial Results 21#23Long-term financial targets Revenue CAGR About Yelp Expenses as % of revenue¹ Cost of revenue Sales & marketing Product development G&A D&A Adjusted EBITDA Margin² Market Opportunity 2013-2018 Strategy 32% 6-9% 51-57% 16-23% 13-18% -5% 13-19% 2019 8% 6% 49% 23% 13% 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 5% 21% Capital Allocation Long-term target Mid-teens % -6% 36-40% 20-22% 10-11% -4% 30-35% Governance Financial Results 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 About Yelp $200M Authorized July 2017 Market Opportunity $250M Authorized November 2018 Strategy $250M Authorized February 2019 Capital Allocation $250M Authorized January 2020 $950M Total repurchase authorization Governance Financial Results 24#26Strong Governance#27World-class board Diverse, independent and highly qualified board Diverse Independent O OO Men: 5 Women: 3 Employee directors: 1 Independent directors: 7 About Yelp ¹Reflects 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 Refreshed¹ Market Opportunity Strategy >2 years: 4 1-2 years: 3 <1 year: 1 Capital Allocation Governance 8 experienced directors with diverse skill sets: 4 7 new directors appointed in the last year 5 are independent, including 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 Financial Results 26#28Strong governance Focused on driving value for our shareholders About Yelp 2016 Collapsed dual-class share structure 2017 Initiated stock buyback program Market Opportunity 2018 Transitioned to net share withholding to reduce dilution Adopted director resignation policy Strategy Adopted stock ownership guidelines Capital Allocation 2019 Added three new independent directors 2020 Added new independent director Introduced performance- based stock grants for executive compensation Governance Adopted majority vote standard for director elections 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% About Yelp $943 2018 +8% $1,014 Market Opportunity 2019 Margin² Strategy $158 2017 19% ¹GAAP 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 $41 million. See Appendix for reconciliation to GAAP Net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool 2Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Net revenue. See Appendix for how we define Adjusted EBITDA and a reconciliation of Adjusted EBITDA to Net income (loss). Adjusted EBITDA¹ ($ in millions) Capital Allocation +16% $183 2018 19% Governance +17% $213 2019 21% Financial Results 29#31Strong cash flow generation Highly cash-generative business model About Yelp $137 Market Opportunity 2017 Free Cash Flow¹ ($ in millions) Strategy $115 2018 ¹Net 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 $167 Capital Allocation 2019 Governance Financial Results 30#32Appendix#33Adjusted EBITDA reconciliation ($ in millions) Net Income / (Loss) + Tax & Other Income + Depreciation & Amortization + Stock Based Compensation - Gain on Disposal of a Business Unit + Restructuring & Integration + Fees Related to Shareholder Activism Adjusted EBITDA / Net Revenue Adjusted EBITDA Margin 2013¹ ($10.1) 1.2 11.5 26.1 0.0 0.7 0.0 $29.4 $233.0 12.6% 2014¹ $36.5 (25.4) 17.6 42.3 0.0 0.0 0.0 $70.9 $377.5 18.8% 2015¹ ($32.9) 11.6 29.6 60.8 0.0 0.0 0.0 $69.1 $549.7 12.6% 2016 ($1.7) (0.3) 35.3 86.3 0.0 3.5 0.0 $123.0 $716.1 17.2% 2017 $153.0 26.6 41.2 100.4 (163.7) 0.3 0.0 $157.8 $850.8 18.5% 2018 $55.4 (29.5) 42.8 114.4 0.0 0.0 0.0 $183.1 $942.8 19.4% 2019 $40.9 (5.4) 49.4 121.5 0.0 0.0 7.1 $213.5 $1,014.2 21.1% We define Adjusted EBITDA as Net income, adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items. This presentation includes Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures that Yelp uses to evaluate its business. Yelp includes Adjusted EBITDA because it is a key measure used by Yelp's management and board of directors to understand and evaluate core operating performance and trends, to prepare and approve its annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of Yelp's core business. Accordingly, Yelp believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating Yelp's operating results in the same manner as its management and board of directors. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of Yelp's results as reported under GAAP. You can read more about the limitations of Adjusted EBITDA, as well as the basis of presentation of the numbers in the table above, in Yelp's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at www.yelp-ir.com or the SEC's website at www.sec.gov. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, Net income (loss) and Yelp's other GAAP results. ¹ Amounts have not been recast in accordance with Accounting Standards Update 2014-09, "Revenue from Contracts with Customers (ASC 606)." 32#34Free cash flow reconciliation ($ in millions) Net cash provided by operating activities - Purchases of property, equipment and software Free Cash Flow Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities 2017 $167.6 (30.2) $137.4 $81.1 $27.2 2018 $160.2 (45.0) $ 115.2 $ (164.4) $ (207.7) 2019 $204.8 (37.5) $167.3 $124.3 $ (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