#1yelp* Investor Presentation November 2019 yelp WELCOME TO YELP#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#3Our mission: Connecting people with great local businesses 1. 2. 3. 4. 4.8 million Active claimed local business locations ¹, 2 $ 563,000 Paying advertising locations4 199 million Cumulative reviews¹ 74 2.6 million Seated diners via Yelp³ 38 million App unique devices³ 2.2 million Request-a-quote leads delivered³ As of September 30, 2019 Represents the number of claimed local business locations that are both (a) active on Yelp and (b) associated with an active business account as of a given date. We consider a claimed local business to be active if it has not closed, been removed from our platform, or merged with another claimed local business location. Monthly average for Q3 2019 All business locations associated with a business account from which Yelp recognized advertising revenue in a given month, averaged over Q3 2019. 2#4Our powerful, self-reinforcing network delivers significant value to consumers and businesses Consumers Trusted source Personalized discovery yelp Convenient transaction capabilities Saves time & money Local businesses Expanded reach Differentiated offerings High intent consumers Fine-tuned operations 3#5We have built a comprehensive local platform and we are just getting started 2012 IPO Reference guide to local businesses 2019 Today App to discover and engage with local businesses III 888 THE TO Product i888 IQ Consumer Directory Review Business Ads Consumer Directory Review Book Business Ads Order Quote Engagement Desktop Read and publish One-size-fits-all www. Mobile-first Browse, book, buy Personalized Go to market Direct-to-SMB telesales Integrated Multi-Channel Strategy Sales Self serve Channel partners Customer success Target customer segment Local SMB En Local SMB + Multi-location National Channel Mid-market Franchise 4#6Where we plan to go Pillars of our next phase of growth my Increase focus on advertisers and business owners Enhance our go-to-market strategy by integrating product and product marketing with sales efforts A Execute our established long-term targets for growth, profitability and capital return 5#7Planned steps to create long-term shareholder value 1 Deliver mid-teens revenue CAGR from 2019 through 2023 2) Drive margin expansion and optimize cost structure 3 Accelerate strategy through effective partnerships 4) Align capital allocation with shareholder value creation 5) Continually develop our talent and Board of Directors 6#81 Deliver mid-teens revenue CAGR from 2019 through 2023 Strong track record for growing revenue... $12 2008 1. 2. 3. 55% 10-year CAGR $233 2013 32% 5-year CAGR $943 2018 ($ in millions) ...with a large market opportunity to sustain long-term growth yelp* ● BIA Kelsey, U.S. Local Advertising Forecast 2018; BIA Kelsey, What's Next? BIA/Kelsey 2017 Analyst Predictions Webinar, Tuesday, January 24, 2017 U.S. Small Business Administration As of September 30, 2019 $150 billion Local advertising spend¹ Multi-Location SMB 20 million Local U.S. business locations² 4.8 million active claimed Local business locations on Yelp³ 7#91 Deliver mid-teens revenue CAGR from 2019 through 2023 Consumers Save time & money Multiple initiatives tailored to help connect consumers and businesses and drive accelerated growth yelp* Win in key categories Expand offerings Enhance consumer experience Drive more value to business customers Capture multi- location opportunity Mid-teens Long-term revenue CAGR target Local businesses Indispensable partner 8#101 Deliver mid-teens revenue CAGR from 2019 through 2023 Win in key categories Optimize traffic and monetization Restaurants High traffic High engagement 1. As of Q4 2018 Home services High value High monetization Expand offerings Meet the specific needs of every business Set Your Goal More choices More price points More functionality Objective targeting Let Yelp optimize More phone calls More website clicks Yelp verified Make your business stand out Get Verified License edi Chme O Drive more value to business customers Underscore value / enhance monetization Opportunity: More leads to advertisers Greater control, attribution and reporting yelpe for Business Owners Ac 10 n Overview Your H +15% P Activity Feed 205 10% leads monetized¹ 134 Activity About your audience 9#111 Deliver mid-teens revenue CAGR from 2019 through 2023 Tonight's just getting started Grow audience and engagement 100 7 Enhance consumer sway www experience A Kank Personalization Fun things to do with kids 101 Taloy # AT Mix Find your next 101 6² "Yelp-only" 200 M Enjoy some me time this weekend M jol D XE 5% 12 B bater yelp waitlist yelp* reservations Capture multi- location opportunity Open up large untapped market Product innovation Focused go-to-market organization Expanding strategic channel partnerships 20%+ Planned increase in Multi-loc sales team in 2019 5x+ Revenue per National rep vs. Local rep 10#121 Deliver mid-teens revenue CAGR from 2019 through 2023 Win in key categories Expand offerings Drive more value to business customers Enhance consumer experience Capture multi-location opportunity Drive growth across SMB and multi-location customers 10%+ SMB Target 2019-2023 revenue CAGR 20%+ Multi-loc Mid-teens % Total advertising revenue 11#132) Drive margin expansion and optimize cost structure 1. Shift emphasis to most efficient sales channels Hold Local sales headcount steady and drive rep productivity Relocate sales out of San Francisco to save -$10 million/year once complete Optimize consumer marketing spend to save $15 million in 2019 Reduce control other corporate expenses We have delivered profitable growth and target further margin expansion Adjusted EBITDA Margin¹ Net (loss) income: 13% 2013 $(10.1) million 19% 2018 $55.4 million 30-35% See slide 20 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool 2023 target Over 6.5 percentage points of adjusted EBITDA margin expansion between 2013 - 2018 12#143 Accelerate strategy through effective partnerships Restaurants delivering on Yelp 45K Oct 2017 Yelp Eat24 3x 130K Sept 2019 GrubHub partnership GRUBHUB partnership delivers more profitable growth in food ordering advertising ad starts & claims fusion Strong partner ecosystem dex.yp. yext MomentFeed GoDaddy VISA CHATMETER LOCAL BRAND MANAGEMENT mobile distribution Sprint verizon SCORPION Single Platform clover Microsoft SAMSUNG YAHOO! GM AT&T cricket knowledge TDn2K Spredfast Otoast Stax sprinklr platform vagaro GRUBHUB booker EatStreet delivery.com 13#154) Align capital allocation with shareholder value creation Strong profitability and balance sheet allow robust capital return plan $475 million of stock repurchases completed in the year to date $675 million returned to shareholders via stock repurchases since July 2017 $200M Authorized July 2017 $250M Authorized November 2018 $250M Authorized February 2019 $700M Total repurchase authorization Completed as of September 30, 2019 14#165 Continually develop our talent and Board of Directors 1. 8 experienced directors with a diverse skillset... 7 directors have been senior executives of major public companies 6 directors have technology experience 4 directors have online advertising/sales/marketing experience 4 directors have digital marketplace/e-commerce experience 3 directors have sold companies 4 directors with specific expertise in Yelp key categories¹ Includes restaurants, hospitality and home services ...including three recently added, highly qualified, independent directors George Hu Chief Operating Officer, Twilio High growth technology experience including 13 years as a leader at Salesforce Breadth of operational expertise including a background in product, applications and marketing Sharon Rothstein Former Chief Product & Marketing Officer, Starbucks Significant marketing expertise, from senior positions at Starbucks, Sephora and Starwood Hotels Leadership experience at restaurant and hospitality companies Brian Sharples Co-Founder & Former CEO, HomeAway Founded and grew HomeAway to a market leading hospitality company before selling to Expedia in 2015 Expert in technology brand strategy 15#17Financial Outlook 16#18Strong financial performance 1. 2. $716 2016 Total net revenue ($ in millions) +19% $851 2017 +11% $943 2018 Margin² $123 2016 17% Adjusted EBITDA¹ ($ in millions) +28% $158 2017 19% +16% Net Income (loss) for FY 2016 was a loss of $1.7 million. Net Income for FY 2017 was $153 million including a $164 million pre-tax gain on the disposal of Eat24. Net Income for FY 2018 was $55 million. See slide 20 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool Margin calculated as Adjusted EBITDA divided by Net Revenue $183 2018 19% 17#19Our long-term financial targets 1. 2. Annual revenue growth Expenses as % of revenue¹ Cost of revenue Sales & marketing Product development G&A D&A Adjusted EBITDA Margin² 2013-2018 32% 6-9% 51-57% 16-23% 13-18% ~5% 13-19% Long-term target Mid-teens ~6% 36-40% 20-22% 10-11% ~4% 30-35% Calculated in accordance with GAAP, including stock-based compensation expense See slide 20 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#20Planned steps to create long-term shareholder value $ Mid-teens revenue CAGR from 2019 through 2023 Drive margin expansion Ku Effective partnership strategies Experienced and independent board Strong return of capital 19#21Adjusted EBITDA reconciliation ($ in millions) Net Income / (Loss) + Tax & Other Income + Depreciation & Amortization + Stock Based Compensation - Gain on Disposal of a Business Unit + Restructuring & Integration Adjusted EBITDA / Net Revenue Adjusted EBITDA Margin 2013¹ ($10.1) 1.2 11.5 26.1 0.0 0.7 $29.4 $233.0 12.6% 2014¹ 2015¹ $36.5 ($32.9) (25.4) 17.6 42.3 0.0 0.0 $70.9 $377.5 18.8% 11.6 29.6 60.8 0.0 0.0 $69.1 $549.7 12.6% 2016 ($1.7) $153.0 (0.3) 35.3 86.3 0.0 3.5 2017 $716.1 17.2% 26.6 41.2 100.4 (163.7) 0.3 $850.8 2018 18.5% $55.4 (29.5) 42.8 $123.0 $157.8 $183.1 114.4 0.0 0.0 $942.8 19.4% Q1 ($4.0) (0.7) 10.2 24.3 0.0 0.2 $30.0 $198.2 15.1% 2017 Q2 $7.9 (0.7) 10.7 25.4 0.0 0.0 $43.2 $209.9 20.6% Q3 $8.0 (1.1) 10.7 25.3 0.0 0.0 $42.9 $223.3 19.2% Q4 $141.1 29.2 9.7 25.4 (163.7) 0.0 $41.7 $219.4 19.0% Q1 ($2.3) (2.5) 10.0 27.7 0.0 0.0 $32.9 $223.1 14.7% Q2 2018 $10.7 (3.1) 10.5 28.8 0.0 0.0 $46.9 $234.9 20.0% Q3 $15.0 (4.6) 10.7 29.2 0.0 0.0 $50.3 $241.1 20.9% Q4 $31.9 (19.2) 11.6 28.7 0.0 0.0 $52.9 $243.7 21.7% 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)." 20