#1yelp Investor Presentation Third Quarter 2017#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 strategic partnership with Grubhub (including its anticipated timing, expected benefits and expected financial impact), 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 maintain profitability, particularly in light of our significant ongoing sales and marketing expenses, the sale of Eat24 and the wind down of sales activities outside the United States and Canada; the risk that the Grubhub partnership integration 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; 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. yelp*#3HESTARSE BLOGLE DREY'S AUTO BODY 314 Our Mission is to Connect People with Great Local Businesses#4yelp* Large market opportunity 20+ million Local business locations in the U.S. yelp Claimed local business locations: 4.0 million Paying advertising accounts: 155,000 Online* $21B Cable $7B OOH $8B ~$149 billion U.S. local ad spend (projected 2017) Mobile $16B Radio $16B Claimed local business locations as of September 30, 2017 and Paying advertising accounts for the quarter end September 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#5yelp* TV & Radio * Netflix Spotify The industry is shifting online Travel Priceline Airbnb Directories Hiring F LinkedIn Indeed#6yelp* Leading local guide with plenty of room for growth 34% 33% 11 Yelp 20% TripAdvisor Groupon Mobile reach ¹ 13% 2% 2% ¹ As defined by penetration of U.S. smartphones. Source: ComScore, September 2017, Mobile Media Metrix, Browsing + Application Data. 0% YP Sites Home Advisor FourSquare Angie's List#7yelp Our high quality content continues to grow rapidly * 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 Unmatched local business information at consumers' fingertips 12:05 PM yelp* OPhotos and Videos 1043 Nearby Add Friend What is a Yelp Elite? Years Elite 11. Tins 669. Q Message More About Andrea Search Compliments 7347 v Activity Follo 00 Verizon Reviews Andrea R. 3,123 2,471 1,045 Dite 10 2:52 PM Little Beans Cafe ***** ¹0 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. Big beans Useful O 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 Ⓒ Nearby Search 196% Funny 2 6 months ago Ziplining at big beans Activity Cool 1 More 142 million cumulative reviews 115 M 3Q16 + 23% 142 M 3Q17#8yelp* Compelling app experience drives engagement App unique devices* 25M Approximately 70% of page views came from app users 3Q16 +21% 30M 3Q17 App users view more than co Verizon Back 9:56 PM Photos and Videos All (1237) Food (936) Inside (43) 89% + Outside Belly 10X * 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 September 30, 2017. as many pages as website users#9yelp* Local search ads ● Filter 5:04 PM QMovers Austin, TX CASTER Ad Square Cow Movers 00430 Reviews 9311 N Fm 620, Austin Movers 100%+ Ad Elephant Moving & Storage ELEPI 440 E Saint Elmo Rd., Bldg B. Austin VING AND Movers Self Storage 1. Jackson's Moving and Delivery 00000188 Reviews 606 W 51st St. Austin Movers 2. Einstein Moving Company 00000 293 Reviews 9200 Brown Lane, Suite A, Austin Movers Map 3. Green Gorilla Movers 0000072 Reviews 706 W Ben White Blvd, Ste 1408, 78704... Movers INFINITY 4. Infini Ming Company Q Search About Me Advertising features -$50 1,000 monthly budget Cost-per-click: $1-20+ Search yelp Square Cow Movers 675 Reviews Movers Hours Today: 9:00 AM - 6:00 PM ✪ Add Photo ● Enhanced profile ● Write a Review Check In Open A Bookmark. Get a Free Quote for Your Move -$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 Photo slideshow and optional video 'Call to action' button Removal of competitor ads SQUARECOW MOOVERS Note: For Illustrative purposes only.#10yelp* Key drivers of advertising revenue by segment SA 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#11yelp* Contribution 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.#12yelp* Order-enabled restaurants on Yelp -42K Grubhub partnership expected to nearly double online food ordering options on Yelp Yelp + Eat24 ~75K Yelp + Grubhub Order pickup and delivery right on Yelp AT&T LTE Filter Q lunch Current Location 11:16 AM Price. Open Now Nearby Map Order Pickup or D 1. Ayola 00000606 Reviews 118 New Montgomery St, Financial Dist... Greek, Mediterranean Order Pickup 0.02 mi S 2. Working Girls' Cafe 00000352 Reviews 122 New Montgomery St, Financial Dist... Sandwiches, Breakfast & Brunch, Salad Search 0.02 mi $ 3. The Pink Elephant Alibi 0 mi 00000448 Reviews $$ 142 Minna St, Financial District American (New), Breakfast & Brunch,... Order Pickup 4. Trou Normand 0.03 mi 00000395 Reviews SS 140 New Montgomery St, Financial Dist.... Breakfast & Brunch, Cocktail Bars Activity More AT&T LTE 11:17 AM Filter a lunch Current Location Order Pickup or Delivery Delivers to Current Location Delivery Fee $12.99 1. Tava Indian Kitchen 00000 400 Reviews 163 2nd St, Financial District Indian, Halal, Gluten-Free Ⓒ Nearby Delivery Fee Free Delivery Min $0.00 Start Order Note: Reflects order-enabled restaurants following full integration of Grubhub restaurant network onto the Yelp Platform, which is currently targeted for early 2018. Delivery Min $25.00 Start Order 2 Faus Q Search 92% PokéStop Nearby 2. North India Restaurant 0.1 mi 00000576 Reviews $5 123 Second St, Financial District Indian Map Modify V Activity 0.1 mi S Delivery Time 45-75 Mins Delivery Time 45-60 Mins#13yelp 000 AT&T LTE 2:28 PM Filter Q Plumbing Current Location www mag one og hoe ency Plumbing $99 for $157 Deal Request-A-Quote enhances the consumer-to-business connection on Yelp 3Q17 Requests doubled from prior year 19-0 Request a Quote 14. Fast Response 00000261 Reviews 236 W Portal Ave, Ste 459, West Portal Plumbing Nearby 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. 0000071 Reviews Potrero Hill, San Francisco Plumbing Contractors 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... 2.7 mi 16. 24/7 Rooter & Plumbing 00000115 Reviews 2843 Folsom St, Ste 3, Mission Plumbing Request a Quote 17. A1 Plumbing Supply DO00016 views 224 12th St, Soma Plumbing, Kitchen & Bath 18. Citywide Plumbing FREE DOODD1 Reviews Daly City Q Search +31% Map 53m 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. Activity 17 m $$ 18 mi More 000 AT&T LTE Cancel 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! Q ↑ A 123 Currently responding in about 1 hour The 2:28 PM 24/7 Rooter & Plumbing 1 WE R ΤΥ U I S D F G Z XCV € 9 I'm HJK B N M space O L P X return 00 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 00000 115 Reviews Responds in about 1 hour Pop N Go Plumbing and Draining 00000 15 Reviews Responds in about 2 hours Alansi's Plumbing Co. 00000 10 Reviews Responds in about 1 day $22% Select All Sponsored Send 3 Quote Requests ✓ Note: For Illustrative purposes only.#14yelp* Yelp Reservations powered 4,500 restaurants in 3Q17 % 8 → Driving subscription revenue... 6:00 PM Available 6:00PM 13 Tables ble C Deborah Jensen 6:15PM 2 Available 6:15PM 13 Tables available Sharonda Eliott 6:30PM 2 Guests Available 6:30PM 12 Taies available Available 6:45PM 12 Tables avilable OWN BO 15 B Spooner 7:00PM 4 Guests Prairie Prince 7:00PM G 7:00 PM Av TA 1 Available 7:00PM 12 Tavalit 3 Jack Clark 7:15PM 2Guts Available 7:15PM 12 Taies available Mindy Adame 7:30 B 21 23 Main Ding 8:00 PM Roger Steen 8:00PM 2 Ques C Available 8:00PM 12 Tabies available Lizzie Goodwin Pybo Available 8:15PM 12 Taties valable Available 8:30PM 12 Taies avaliable Available GE Today, Jul 22 @ Bill Spooner 11:15AM 4 Quests Deborah Jennson 11:15AM 2 Guests Jack Clark 11:15AM 2 Guests Rick Anderson 11:15AM 6 Guests Sharonda Elliott 11:15AM 2 Guests Prairie Prince 2:00PM Guests Mindy Adame 7:30PM 2 Guests Roger Steen 8:00PM 2 Guests Lizzie Goodwin 815PM 3 Guests GE (44 GE (10 1 C Servers 21 15 101 11 23+ 31 13 22 ...as well as usage and engagement Nearby Filter Ⓒ Nearby Q Reservations Table for 2, today at 7:00 pm 4:58 PM Search 1. Osha Thai 00002073 Reviews 149 2nd St, Financial District 6:45 pm 2. Gaspar Brasserie 00000187 Reviews 185 Sutter St, Financial District Brasseries, French, Cocktail Bars - 6:45 pm 7:00 pm 6:45 pm 3. Cockscomb 00000414 Reviews 564 4th St, SoMa American (New), Bars, Live/Raw Food 5:15 pm 7:00 pm Search 7:00 pm 4. Mangia Tutti Ristorante 00000275 Reviews 635 Clay St, Financial District 00 pm v Map 2 7:15 pm 03 mi $55 7:15 pm 0.0 mi 555 8:15 pm 0.6 mi $5 7:15 pm More Note: For Illustrative purposes only.#15yelp* Recent acquisitions drive usage and value in Yelp's largest traffic category yelp wifi Marketing yelp* nowait ● ● ● Location-based marketing and analytics platform utilizing public Wi-Fi to attract, retain and reward customers Yelp's first customer-retention offering for businesses Formerly known as Turnstyle, acquired in April 2017 Leading restaurant waitlist system and seating tool Enables users to discover real-time seating availability and remotely add their names to restaurants' waitlists Acquired in February 2017, integrated with Yelp Reservations Note: For Illustrative purposes only.#16yelp* Total net revenue ($mm) $186 3Q16 Solid third quarter results +19% $222 3Q17 Adjusted EBITDA* ($mm) $34 3Q16 +27% $43 3Q17 * See slide 20 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool.#17yelp* Total net revenue ($mm) $550 Strong financial performance 2015 $713 2016 $839- 844* 2017E $69 2015 Adjusted EBITDA* ($mm) $120 2016 * 4Q17 outlook reflects the close of the sale of Eat24 to Grubhub. 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. $154- 157 2017E#18(as a percentage of revenue) Cost of Revenue Sales & Marketing ‒‒‒‒‒‒‒‒‒‒‒‒ Product Development G&A D&A Adj. EBITDA Margin* yelp* Long-term target model FY2012 7.2% 62.5% 14.9% 22.9% 5.3% 3.3% FY2013 7.1% 56.6% 16.4% 18.4% 4.9% 12.6% Stock based comp included in each line item except for D&A and adjusted EBITDA FY2014 6.5% 53.3% 17.3% 15.4% 4.7% 18.8% FY2015 9.3% 54.9% 19.6% 14.7% 5.4% 12.6% FY2016 8.5% 53.7% 19.4% 13.7% 5.0% 16.8% * Calculated as Adjusted EBITDA divided by Net revenue. See slide 20 for reconciliation to GAAP net income (loss) for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool. LT Targets 7% -8% 43% -44% 12% -14% 8% -11% -4% 35% -40%#19yelp* ✓ Investment highlights Large addressable market opportunity Strong focus on product and innovation Highly engaged consumer and business-owner bases Purchase-oriented traffic increasingly transacting on Yelp Diversified revenue base and attractive cash flow#20($mm) Net Income (Loss) + Tax & Other Expenses + Depreciation & Amortization + Stock Based Compensation* + Restructuring & Integration Adjusted EBITDA / Net Revenue 2012 0.3 ($19.1) ($10.1) 7.2 14.9 1.3 $4.6 $137.6 Adjusted EBITDA reconciliation 2013 3.3% 1.2 11.5 26.1 0.7 $29.4 $233.0 2014 12.6% $36.5 ($32.9) (25.4) 17.6 42.3 0.0 $70.9 $377.5 2015 18.8% 11.6 29.6 60.8 0.0 $69.1 $549.7 2016 12.6% ($4.7) (0.3) 35.3 86.3 3.5 $120.1 $713.1 Q1 16.8% ($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 $173.4 Q3 16.2% $2.1 (0.1) 9.2 22.6 0.0 $33.7 $186.2 Q4 18.1% $8.3 0.3 9.4 23.9 3.5 $45.3 $194.8 Q1 23.2% ($4.8) (0.7) 10.2 24.3 0.2 $29.3 $197.3 2017 14.8% Q2 $7.6 (0.7) 10.7 25.4 0.0 $42.9 Adjusted EBITDA Margin 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 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. $208.9 Q3 20.5% $7.9 (1.1) 10.7 25.3 0.0 $42.8 $222.4 19.2% Additionally, Yelp has not reconciled its adjusted EBITDA outlook for the fourth 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 fourth quarter and full year 2017 is not available without unreasonable effort. yelp*#21yelp* Compelling ROI for 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).#22yelp* Wide breadth of business categories and diversified revenue 22% 9% 11% 12% 15% 31% Advertising revenue Home & local services ■ Restaurants 32% 22% 6% 9% 17% 14% Reviewed businesses Beauty & fitness Health Shopping Note: As of September 30, 2017; Includes some businesses that have only received reviews that have been removed or not recommended ■ Other