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1、InvestorInvestorPresentationPresentationFebruary 2025These 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 In

2、c.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 initiatives and investment priorities as well as their anticipated results,projected growth,expen

3、ses 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,”“w

4、ould,”“project,”“plan,”“potential,”“target,”“opportunity,”“initiative,”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

5、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.2These forward-looking statements are subject to a number of risks,uncertainties and as

6、sumptions,including macroeconomic uncertainty including related to inflation,interest rates,labor and supply chain issues,as well as severe weather events and the prevalence of respiratory illnesses and its effect on consumer behavior,user activity and advertiser spending;our ability to maintain and

7、 expand our base of advertisers,particularly if advertiser turnover substantially worsens and/or consumer demand significantly degrades;our ability to drive continued growth through our strategic initiatives;our ability to continue to effectively operate with a primarily remote work force and attrac

8、t and retain key talent;our limited operating history in an evolving and competitive industry;our ability to generate and maintain sufficient high-quality content from our users;our reliance on traffic from search engines like Google and Bing and the quality and reliability of such traffic;our abili

9、ty to manage acquisitions of new businesses,solutions or technologies and to integrate and monetize those businesses,solutions or technologies;our ability to timely upgrade and develop our systems,infrastructure and customer service capabilities;our ability to maintain a strong brand and manage nega

10、tive publicity that may arise;and changes in political,business and economic conditions.These risks and uncertainties may also include those described in the Companys most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission.New risks emerge from time to time.It is not po

11、ssible 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 mak

12、e.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 statem

13、ents.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 ci

14、rcumstances 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 b

15、y 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 Companys expectations.IntroductionSafe Harbor:Forward-Looking Statements 3Trusted Content

16、Well-known brand and trusted content provide strategic advantage and lower traffic acquisition costAs of December 31,2024Key investment highlightsProfitable GrowthPortfolio of product initiatives designed to drive sustainable,profitable growth over the long termPrudent Capital AllocationMore than$1.

17、6 billion returned to shareholders through share repurchasesProduct VelocityElevated pace of product innovation fueled by emerging technologiesStrong GovernanceTalented Board with diverse skill set and focus on performanceIntroductionAbout YelpAbout Yelp5Yelp is all things localConsumersSearchDiscov

18、ery Request-A-QuoteTable booking Food ordering Local BizLarge consumer audienceVisibilityHigh-intent leadsTable managementFood ordersPenelopes requestHi there,please respond with a price estimate.Here are my answers to Yelps questions regarding my project:What kind of service do you need done?Landsc

19、apingWhat specific landscaping need to you have?Lawn care/maintenanceWhat is the work area?Front yardHow large is your area?1,000 5,000 sq ftWhat do you want done?Trim trees or shrubsWe serve a wide variety of consumers and businesses local needsAbout YelpOur guiding mission:6ConsumersLocal Business

20、esAffluent:50%come from households with$100k in annual income3High-intent:83%of users hire or buy from a business they found on Yelp76 millionUnique visitors on desktop and mobile1308 millionCumulative reviews2521,000Paying advertising locations7.7 millionActive claimed local business locations2Up-t

21、o-date info:More than 2 million business listing updates per monthBroad-based:23 business categories with more than 1,500 subcategories ComScore,monthly average for 2024 As of December 31,2024 ComScore,December 2024 August 2022 survey conducted by Yelp using ComScore demographics and people who repo

22、rted having used Yelp in the prior 3 months Monthly average for 2024,includes updates that are processed automatically Monthly average for Q4 2024Connecting people with great local businessesAbout YelpOur breadth is an advantage7 35%of Ad Revenue 85%of Page Views&Searches 65%of Ad Revenue 15%of Page

23、 Views&SearchesNote:Page Views&Searches and Advertising Revenue by Category for FY24.Services categories include home,local,auto,professional,pets,events real estate&financial services.Restaurant,Retail&Other categories include restaurants,shopping,beauty&fitness,health and other.ServicesRestaurants

24、,Retail&OtherHigh-frequency categories complement categories with the highest valueAbout YelpLarge and growing market8U.S.Local Advertising Spend($in billions)Digital Media25-28E CAGR:5%Digital Media$82$80Traditional MediaSource:BIA Advisory Services,2025 U.S.Local Advertising ForecastNote:Excludes

25、political spending2024$82$89$93$99$82$842025E2026E2027E$102$842028EAbout YelpTrusted ContentTrusted ContentConsumers value quality review content10Trusted Content88%Of review readers are more likely to trust written reviews with a star rating76%Of consumer respondents say they read online reviews ab

26、out businesses to inform their purchase decisions(“review readers”)72%Of review readers are reading more online reviews than ever beforeSurvey commissioned by Yelp and conducted by YouGov,January 2025Transparency is key for consumers,from both businesses and review platformsTrusted ContentWe invest

27、in trust leadership Yelp users can remove their own reviews on the platform,either individually or by closing their accounts Source:Raval,Devesh,Federal Trade Commission,“Do Bad Businesses Get Good Reviews?Evidence Across Several Online Review Platforms,”May 2024,available at https:/deveshraval.gith

28、ub.io/reviews.pdf.11Cumulative Review DistributionAs of December 31,2024Recommended76%Not Recommended15%Removed for Violating Yelps Policies or by reviewers themselves9%Distribution of Average Business Ratings Across Platforms0100507525HomeAdvisorFacebookGoogleYelpBBB4Average RatingNote All observat

29、ions weighted using sampling weights.Differentiated Reviews:Yelps star ratings are more uniformly distributed between 1 and 5 stars than those of most competitors,which we believe results in a more useful and trustworthy consumer experience.Strong Content Moderation:76%of reviews were recommended by

30、 our automated software and 15%were not recommended but still accessible on secondary pages.Reviews that are not recommended or that have been removed do not factor into a businesss overall star rating.Share of Local BusinessesWe take industry-leading measures to maintain content integrity and quali

31、tyTrust drives connectionsHigh-quality,trusted content gives consumers confidence to connect with local businesses 12Trusted ContentDiscoverInspiring consumers with rich,personalized local content SearchMatching consumers with the right businesses for their needsEvaluateProviding consumers with trus

32、ted content to make informed decisionsDepictions of Yelps features are provided for illustrative purposes only,and may differ from the actual product.ConnectEnabling consumers to easily connect with local businessesProduct VelocityProduct VelocityLocal ad platform connects consumers with great busin

33、essesThemed AdsYelp ConnectRetentionYelp AudiencesAwarenessConversionSearch AdsSpotlight AdsRequest-a-QuoteSponsored CollectionsNearby JobsProfile UpgradeConsiderationRequest-a-CallShowcase AdsYelpGuaranteedBroad portfolio of ad products provides businesses with the opportunity to engage throughout

34、the consumer funnel Product Velocity14Yelp uses AI to deliver all things localYelp AssistantSmart Photo Selection for AdsReview Insights using LLMsNeural Net Home FeedWe use AI to enhance the consumer experience and deliver greater value to advertisersSophisticated Ad TechProduct Velocity15162021202

35、2202320242021202120222022Elevated pace of product innovation20202025More than 200 new features and updates over the past 5 years80 features and updates in 2024Product VelocityProfitable GrowthProfitable GrowthTransform the Consumer ExperienceDrive Advertiser ValueProfitable GrowthPortfolio of initia

36、tives designed to drive profitable growth18Lead in Services19Sustainable GrowthProvide a best-in-class experience for consumers and service pros Leverage AI to reduce friction across the hiring journeyCapture significantly more demand from multi-location Services advertisers with our leads APIImprov

37、e lead quality and promote high-value conversations and engagements for service prosAccelerate Auto Services growth with RepairPalBroaden our roadmap to replicate our success in Home Services across other Services categoriesLead in ServicesProfitable Growth20Increase customer acquisition and retenti

38、on by delivering more value to our advertisers Further develop advertising technology to even more efficiently match consumers and advertisers,on and off YelpDeliver new ad formats and products,differentiated by category and customer typeImprove the business owner experience through AI-powered contr

39、ols and recommendationsBuild stronger attribution solutions to effectively communicate value delivered Drive Advertiser Value20Profitable Growth21Drive increased engagement by providing an even more visual and helpful experience Make the home feed more personalized and dynamic with AI Create an even

40、 more visual&engaging user experienceLeverage AI to provide a more seamless and actionable search experienceExtend Yelp Assistant to other categories,making it accessible through additional entry pointsTransform the Consumer Experience20NOT READYProfitable GrowthGrowth driven through product innovat

41、ion 2222RevenueHeadcount75%50%0%-25%-50%2020202120222023In 2025,we plan to maintain our approximate YE 2024 headcount to drive leverage25%2024Revenue vs.Total HeadcountPercent change from Q1 20202025Profitable GrowthPrudent Capital Prudent Capital AllocationAllocationPrudent Capital AllocationStrong

42、 balance sheet and cash flow24Free Cash Flow$144M$184M$160M$279M$248MFree Cash Flow Margin21%13%18%17%18%Cash,Cash Equivalents&Marketable Securities$596M$480M$401M$441M$318M22021202220232024202012/31/202012/31/202112/31/202212/31/202312/31/2024 See Appendix for our definition of Free cash flow,a rec

43、onciliation of Net cash provided by operating activities to Free cash flow as well as a reconciliation of Net cash provided by operating activities margin to Free cash flow margin for each of the periods presented and information about the limitations of Free cash flow as an analytical tool.Net cash

44、 provided by operating activities was$176.7m in 2020,$212.7m in 2021,$192.3m in 2022,$306.3m in 2023,and$285.8m in 2024.Net cash provided by operating activities margin includes 2020 margin of 20%,2021 margin of 21%,2022 margin of 16%,2023 margin of 23%,and 2024 margin of 20%.2 Includes the acquisit

45、ion of RepairPal for approximately$80m in cash,of which we paid a net amount of approximately$66 million at closing in November 2024.Prudent Capital AllocationRobust multi-year capital return programMore than$1.6 billion worth of shares repurchased 25Remaining AuthorizationCompleted as of December 3

46、1,2024AuthorizedJuly 2017$200MAuthorizedNovember 2018$250MAuthorizedJanuary 2020$250MTotal Repurchase Authorization$2.0BAuthorizedFebruary 2019$250M$250MAuthorizedAugust 2021$250MAuthorizedNovember 2022$500MAuthorizedFebruary 2024Remaining AuthorizationCompleted as of December 31,2024AuthorizedJuly

47、2017$200MAuthorizedNovember 2018$250MAuthorizedJanuary 2020$250MTotal Repurchase Authorization$2.0BAuthorizedFebruary 2019$250M$250MAuthorizedAugust 2021$250MAuthorizedNovember 2022$500MAuthorizedFebruary 2024Strong GovernanceStrong Governance27Strong Governance1 As of February 15,2025 2 3 Women dir

48、ectors;1 Black director Includes Restaurants,Hospitality and Home Servicesexperienced directorswith diverse skill sets:94new directors appointedin the last five years8are independent,including our Chair9have been senior executivesof major public companies5have technology experiencehave specific expe

49、rtise inYelp key categories6World-class boardDiverse,independent and highly qualified board28Strong Governance2016Collapsed dual-class share structure2018Adopted stock ownership guidelines2020Added two new independent directors,expanding the Board to a total of nine directors2017Initiated stock buyb

50、ack program2019Added three new independent directorsAdopted director resignation policyIntroduced performance-based stock grants for executive compensation2021Began phased Board declassificationAdopted majority vote standard with director resignation policy2022Implemented proxy accessIncorporated lo

51、ng-term component for executive compensation2023Updated incentive compensation recoupment policy2024Added one new independent directorUpdated corporate governance guidelines to ensure equitable determination of director candidate eligibility Track record of enhancing governanceFocused on driving sha

52、reholder valueKey Financial&Key Financial&Operational Operational MetricsMetrics Consistent growth following pandemic and business transformation3020212022202320242025E$1.41B$1.34B$1.19B$1.03B$1.470B-$1.485BRevenue Growth,Y/Y6%12%16%18%4-5%Net RevenueStrong top-line performanceKey Financial&Operatio

53、nal Metrics311 Calculated in accordance with GAAP,including stock-based compensation expense 2 See Appendix for reconciliation of GAAP Net income(loss)margin to Adjusted EBITDA margin for the periods presented and for information about the limitations of adjusted EBITDA as an analytical tool.3 Inclu

54、des impairment charge of$23.6m,one-time litigation settlement expense of$11.0m and fees related to shareholder activism of$1.3m;excluding the impairment charge,litigation settlement expense,&fees related to shareholder activism,G&A expense was 13%of$1.34 billion of FY 2023 GAAP net revenue.Expenses

55、as%of revenue1Net Income(Loss)MarginCost of revenueSales&marketingProduct developmentG&AD&A20207%50%27%15%6%(2%)8%44%27%13%5%4%202120239%42%25%16%3%7%9%43%26%14%4%3%20229%41%23%13%3%9%2024Rationalized cost structureFlat headcount in recent years has enabled leverage across most expense linesKey Fina

56、ncial&Operational MetricsAdjusted EBITDA Margin216%24%23%25%25%32See Appendix for how we define Adjusted EBITDA and Adjusted EBITDA margin as well as a reconciliation of Net income to Adjusted EBITDA and Net income(loss)margin to Adjusted EBITDA margin.FY 2021 Net income was$40m,Net income margin wa

57、s 4%.FY 2022 Net income was$36m,Net income margin was 3%,FY 2023 Net income was$99m,Net income margin was 7%.FY 2024 Net income was$1.41B and Net income margin was 12%.2We have not reconciled our Adjusted EBITDA outlook to GAAP Net income(loss)because we do not provide an outlook for Net income(loss

58、)due to the uncertainty and potential variability of Other income,net and Provision for(benefit from)income taxes,which are reconciling items between Adjusted EBITDA and Net income(loss).Because we cannot reasonably predict such items,a reconciliation of the non-GAAP financial measure outlook to the

59、 corresponding GAAP measure is not available without unreasonable effort.We caution,however,that such items could have a significant impact on the calculation of Net income(loss).For more information on Adjusted EBITDA and Adjusted EBITDA margin,see Appendix.SBC%of Revenue11%13%13%15%Adjusted EBITDA

60、 Margin9%$358M$330M$270M$246M$345M-$360M220212022202320242025E25%25%23%24%23-24%Stock-basedCompensation(“SBC”)Adjusted EBITDAIncreased adjusted EBITDA qualityFocus on growing adjusted EBITDA while reducing SBC as a percentage of revenue 8%by Q4 2025 6%by Q4 2027Key Financial&Operational Metrics33Foc

61、used on driving GAAP profitability per shareEarnings Per Share20212022202320242020$(0.27)$0.50$0.50$1.35$1.88Key Financial&Operational MetricsTotal Shares Outstanding2021202220232024202089.7M86.2M83.3M81.4M75.0M1 Common stock plus stock options,RSUs and PRSUs outstandingDecreased share count has con

62、tributed to strong earnings per share growth34ServicesRR&OPaying Advertising LocationsAdvertising RevenueCategory breadth drove record ad revenueDiversified advertising base provides an element of stability against macro fluctuationsKey Financial&Operational Metrics35Ad Clicks,Y/YAverage CPC,Y/YDeli

63、vering more value to advertisersFocus on driving high-quality ad clicks at compelling pricesKey Financial&Operational MetricsAppendixAppendix37AppendixAdjusted EBITDA reconciliation($in millions)20202021202220232024Net Income(Loss)($19.4)$39.7$36.3$99.2$132.9+Tax&Other Income,Net(19.4)(8.2)22.0(20.1

64、)18.2+Depreciation&Amortization50.655.744.942.240.4+Stock Based Compensation124.6151.7156.1173.5158.2-Gain on Disposal of a Business Unit0.00.00.00.00.0+Restructuring&Integration3.90.00.00.00.0+Acquisition&Integration0.00.00.00.01.3+Fees Related to Shareholder Activism0.00.00.01.31.2+Litigation Sett

65、lement 0.00.00.011.00.0+Asset Impairment0.011.210.523.65.9+Gain on Lease Termination,Net0.0(3.7)0.00.00.0Adjusted EBITDA$140.3$246.3$269.8$330.5$358.0Net Revenue$872.9$1,031.8$1,193.5$1,337.1$1,412.1Net Income(Loss)Margin(2.2%)3.8%3.0%7.4%9.5%AdjustedEBITDA Margin16.1%23.9%22.6%24.7%25.4%We define A

66、djusted EBITDA as Net income(loss),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.We define Adjusted EBITDA margin as Adjusted EBITDA divided by

67、Net revenue.This presentation includes Adjusted EBITDA and Adjusted EBITDA margin,each of which is a“non-GAAP financial measure.”Adjusted EBITDA is not prepared under any comprehensive set of accounting rules or principles,has limitations as an analytical tool,and you should not consider it in isola

68、tion or as a substitute for analysis of Yelps results as reported under GAAP.In particular,Adjusted EBITDA should not be viewed as a substitute for,or superior to,GAAP Net income(loss)as a measure of profitability of liquidity.You can read more about the limitations of Adjusted EBITDA,as well as the

69、 basis of presentation of the numbers in the table above,in Yelps most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at www.yelp- or the SECs website at www.sec.gov.Because of these limitations,you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financ

70、ial performance measures,including various cash flow metrics,Net income(loss)and Yelps other GAAP results.38Free cash flow reconciliation($in millions)20202021202220232024Net cash provided by operating activities$176.7$212.7$192.3$306.3$285.8+Purchases of property,equipment and software(32.0)(28.3)(

71、32.0)(26.8)(37.3)Free cash flow$144.7$184.4$160.3$279.4$248.5Net cash(used in)provided by investing activities248.4(27.7)(126.1)(54.7)(77.3)Net cash used in financing activities(21.1)(300.5)(237.5)(246.8)(303.8)Net revenue$872.9$1,031.8$1,193.5$1,337.1$1,412.1Net cash provided by operating activitie

72、s margin 20%21%16%23%20%Free cash flow margin17%18%13%21%18%We define Free cash flow as Net cash provided by operating activities,less cash used for purchases of property,equipment and software.We define Free cash flow margin as Free cash flow divided by Net revenue.This presentation includes Free c

73、ash flow and Free cash flow margin,each of which is a“non-GAAP financial measure.”Free cash flow is not prepared under any comprehensive set of accounting rules or principles,has limitations as an analytical tool,and you should not consider it in isolation or as a substitute for analysis of Yelps re

74、sults as reported under GAAP.In particular,Free cash flow should not be viewed as a substitute for,or superior to,GAAP Net cash provided by operating activities as a measure of profitability or liquidity.You can read more about the limitations of Free cash flow,as well as the basis of presentation o

75、f the numbers in the table above,in Yelps most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at www.yelp- or the SECs website at www.sec.gov.Because of these limitations,you should consider Free cash flow and Free cash flow margin alongside other financial performance measures,including various cash flow metrics,Net income(loss)and Yelps other GAAP results.Appendix