Yelp Annual Report 2015 | Quarterlytics

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to Commission file number: 001-35444 YELP INC.(Exact name of Registrant as specified in its charter) Delaware20-1854266(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)140 New Montgomery Street, 9th FloorSan Francisco, California 94105 (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (415) 908-3801Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredClass A Common Stock, par value $0.000001 per shareNew York Stock Exchange LLCSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒Table of ContentsIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES ☒ NO ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). YES ☒ NO ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ☒Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer (Do not check if a smaller reporting company) ☐Smaller reporting company ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,823,137,714 as ofJune 30, 2015, the last day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s Class Acommon stock on the New York Stock Exchange LLC reported for June 30, 2015. Excludes an aggregate of 301,184 shares of the registrant’s Class Acommon stock and an aggregate of 9,322,929 shares of the registrant’s Class B common stock held by officers, directors, affiliated stockholders and The YelpFoundation. For purposes of determining whether a stockholder was an affiliate of the registrant at June 30, 2015, the registrant assumed that a stockholderwas an affiliate of the registrant if such stockholder (i) beneficially owned 10% or more of the registrant’s capital stock, as determined based on public filings,and/or (ii) was an executive officer or director, or was affiliated with an executive officer or director, of the registrant at June 30, 2015. Exclusion of suchshares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management orpolicies of the registrant or that such person is controlled by or under common control with the registrant.As of February 19, 2016, there were 67,614,690 shares of the registrant’s Class A common stock, par value $0.000001 per share, issued and outstandingand 8,445,146 shares of the registrant’s Class B common stock, par value $0.000001 per share, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the U.S. Securities and ExchangeCommission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporatedby reference in Part III, Items 10-14 of this Annual Report on Form 10-K.Table of ContentsYELP INC. 2015 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Page PART IItem 1. Business.1Item 1A. Risk Factors.15Item 1B.Unresolved Staff Comments.38Item 2.Properties.38Item 3.Legal Proceedings.38Item 4.Mine Safety Disclosures.38PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of39Equity Securities.Item 6.Selected Consolidated Financial and Other Data.40Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.44Item 7A.Quantitative and Qualitative Disclosures About Market Risk.62Item 8.Financial Statements and Supplementary Data.63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.63Item 9A.Controls and Procedures.63Item 9B.Other Information.66PART IIIItem 10.Directors, Executive Officers and Corporate Governance.66Item 11.Executive Compensation.66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.66Item 13.Certain Relationships and Related Transactions, and Director Independence.66Item 14.Principal Accounting Fees and Services.66PART IVItem 15.Exhibits, Financial Statement Schedules.67SIGNATURES68EXHIBIT INDEX69FINANCIAL STATEMENTSReport of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Comprehensive Income (Loss)F-4Consolidated Statements of Stockholders’ EquityF-5Consolidated Statements of Cash FlowsF-7Notes to Consolidated Financial StatementsF-8____________________Unless the context suggests otherwise, references in this Annual Report on Form 10-K, or Annual Report, to “Yelp,” the “Company,” “we,” “us” and “our”refer to Yelp Inc. and, where appropriate, its subsidiaries.iTable of ContentsYelp, Yelp Inc., the Yelp logo, Eat24, SeatMe and other trade names, trademarks or service marks of Yelp appearing in this Annual Report are the propertyof Yelp. Trade names, trademarks and service marks of other companies appearing in this Annual Report are the property of their respective holders.Unless the context otherwise indicates, where we refer in this Annual Report to our “mobile application” or “mobile app,” we refer to all of ourapplications for mobile-enabled devices; references to our “mobile platform” refer to both our mobile app and the versions of our website that are optimizedfor mobile-based browsers. Similarly, references to our “website” refer to versions of our website dedicated both to desktop- and mobile-based browsers, aswell as the U.S. and international versions of our website.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or proveincorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in thisAnnual Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, orthe Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are oftenidentified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”“plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Thesestatements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Suchforward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events todiffer materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differencesinclude, but are not limited to, those discussed in the section entitled “Risk Factors” included under Part I, Item 1A below. Furthermore, such forward-lookingstatements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflectevents or circumstances after the date of such statements.NOTE REGARDING METRICSWe review a number of performance metrics to evaluate our business, measure our performance, identify trends in our business, prepare financialprojections and make strategic decisions. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations—Key Metrics” for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from our Eat24 orSeatMe businesses.While our metrics are based on what we believe to be reasonable calculations, there are inherent challenges in measuring usage across our large user basearound the world. Certain of our performance metrics, including the number of unique devices accessing our mobile app, are tracked with internal companytools, which are not independently verified by any third party and have a number of limitations. For example, our metrics may be affected by mobileapplications that automatically contact our servers for regular updates with no discernable user action involved; this activity can cause our system to countthe device associated with the app as a unique app device in a given period.Our metrics are calculated based on data from third parties — the number of desktop and mobile website unique visitors — are subject to similarlimitations. Our third-party providers periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors,including human and software errors. In addition, because these traffic metrics are tracked based on unique cookie identifiers, an individual who accesses ourwebsite from multiple devices with different cookies may be counted as multiple unique visitors, and multiple individuals who access our website from ashared device with a single cookie may be counted as a single unique visitor. As a result, the calculations of our unique visitors may not accurately reflect thenumber of people actually visiting our website.Our measures of traffic and other key metrics may also differ from estimates published by third parties (other than those whose data we use to calculatesuch metrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly reviewour processes to assess potential improvements to their accuracy.iiTable of ContentsPART IItem 1. Business.Company OverviewYelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. With a total of approximately 95.2 million cumulative reviews of almost every type of local business in more than 30 countries as of December31, 2015, we are one of the world’s leading local business review sites.Our platform provides value to consumers and businesses alike by connecting consumers with great local businesses at the critical moment when they aredeciding where to spend their money. The key strengths of our platform include:●Discovery. Our platform is transforming the way people discover local businesses. Each day, millions of consumers visit our website or use our mobileapp to find great local businesses to meet their everyday needs. Our strong brand and the quality of our content have enabled us to attract this largeaudience with low traffic acquisition costs. ●Engagement. Yelp provides a platform for consumers to share their everyday local business experiences, through reviews, tips, photos and videos, andengage directly with businesses, through reviews, phone calls and our Message the Business feature. Our platform also provides businesses of all sizeswith a variety of free and paid services that help them engage with consumers. Businesses can register a business account for free and “claim” the Yelpbusiness listing page for each of their locations, allowing them to enhance the page with additional information about their business and respond toreviews, among other features. ●Advertising. Businesses that want to reach our large audience of purchase intent-driven consumers can also pay for premium services to promotethemselves through targeted search advertising, discounted offers and further enhancements to their business listing pages. We previously offereddisplay advertising and brand sponsorships for national brands as well; however, we phased out these products over the second half of 2015 to focuson our core strength of local advertising and to ensure that we continue providing a great consumer experience, as discussed in greater detail below.We generate revenue primarily from the sale of advertising on our website and mobile app to businesses. During the year ended December 31, 2015,we generated net revenue of $549.7 million, representing 46% growth over 2014, a net loss of $32.9 million and adjusted EBITDA of $69.1 million.For information on how we define and calculate adjusted EBITDA and a reconciliation of this non-GAAP financial measure to net income (loss), see“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in this AnnualReport. ●Transactions. In 2013, we introduced the Yelp Platform, which allows consumers to transact with local businesses in new ways directly on Yelp. Inaddition to providing consumers with a continuous experience from discovery to completion of transactions such as ordering food through a localdelivery service and booking spa appointments, the Yelp Platform creates an additional point of consumer engagement for local businesses. InFebruary 2015, we acquired Eat24Hours.com, Inc., or Eat24, a leading online food ordering service that we had previously partnered with on the YelpPlatform, to drive daily engagement in our restaurant vertical.At the heart of our business are the vibrant communities of contributors across the world that contribute the content on our platform. These contributorsprovide rich, firsthand information about local businesses in the form of reviews and ratings, tips, photos and videos. Each review, tip, photo and videoexpands the breadth and depth of the content on our platform, which drives a powerful network effect: the expanded content draws in more consumers andmore prospective contributors. Although measures of our content (including our cumulative review metric) and traffic (including our desktop and mobileunique visitors metrics) do not factor directly into the advertising arrangements we have with our advertising customers, this network effect underpins ourability to deliver clicks and ad impressions to advertisers. Increases in these metrics improve our value proposition to local businesses as they seek easy-to-use and effective advertising solutions. For this reason, we foster and support communities of contributors and make the consumer experience our highestpriority.1Table of ContentsOf the approximately 95.2 million cumulative reviews our contributors had submitted through December 31, 2015, approximately 68.0 million wererecommended and available on business listing pages; approximately 20.7 million were not recommended and available on secondary pages; andapproximately 6.5 million had been removed from our platform. Although they do not factor into a business’s overall star rating, we provide access to reviewsthat are not recommended because they provide additional perspectives and information on reviewed businesses, as well as transparency of the efficacy of ourautomated recommendation software.The reviews contributed to our platform cover a wide set of local business categories, including restaurants, shopping, beauty and fitness, arts,entertainment and events, home and local services, health, nightlife, travel and hotel, auto and other categories. In the charts below, we highlight thebreakdown by industry of local businesses that have received reviews on our platform and the breakdown by industry of reviews contributed to our platformthrough December 31, 2015.Reviewed Businesses*2Table of ContentsReviews** The charts above include information based upon all contributed reviews and include some businesses that have only received reviews that are notrecommended or have been removed.We believe that the concentration of reviews in the restaurant and shopping categories in particular is primarily due to the frequency with whichindividuals visit specific businesses or engage in certain activities versus others. For example, an individual may eat at a restaurant three times in one week orgo shopping once a week, but the same individual is unlikely to visit a mechanic, get a haircut or use a home or local service with the same frequency. Thetop five industry categories accounted for an aggregate of 76% of our local revenue for the quarter ended December 31, 2015, broken down as follows: Home& Local Services, 28%; Restaurants, 15%; Beauty & Fitness, 12%; Health, 11%; and Shopping, 10%.Our ProductsLocalWe provide both free and paid business listing products to businesses of all sizes. We also enable businesses to deliver targeted search advertising to largelocal audiences through our website and mobile app. We recognize revenue from these products as local revenue. Free Online Business Account We enable businesses to create a free online business account and claim the listing page for each of their businesslocations. With their free business accounts, businesses can view trends (e.g. statistics and charts of theperformance of their pages on our platform), use the Revenue Estimator tool (e.g. to quantify the revenueopportunity Yelp provides), message customers (e.g. to reply to reviews either publicly or privately), updateinformation (e.g. address, hours of operation) and offer Yelp Deals and Gift Certificates (as described below). Enhanced ProfileOur enhanced profile solution eliminates ads from a business’s listing page and allows the business to incorporatea video clip or photo slide show on the page. Businesses can also promote a desired transaction of their choosing— such as scheduling an appointment or printing a coupon — directly on their business listing pages with ourCall to Action feature. This feature transfers consumers from a business’s listing page to the business’s own websiteto complete the action.3Table of Contents Branded Profile For businesses with ten or more locations, our branded profile solution offers the ability to incorporate a video clipor photo slide show, as well as a Call to Action button, on each location’s business listing page. Search and Other AdsWe allow businesses to promote themselves as a sponsored search result on our platform and on the listing pages ofrelated businesses. We now sell ads primarily on a per-click basis, though we also offer impression-based ads. Online ReservationsWe provide restaurants, nightlife and certain other venues with the ability to offer online reservations directly fromtheir Yelp business listing pages through our SeatMe product, which also offers front-of-house management tools.We also offer Yelp Reservations, a free tool with basic reservation functionality for businesses in the restaurant andnightlife categories.TransactionsIn addition to our business listing and advertising products, we also offer several features and consumer-interactive tools to facilitate transactions betweenconsumers and the local businesses they find on Yelp. We recognize revenue from these sources on a net basis as transactions revenue. Eat24 Our Eat24 business generates revenue through arrangements with restaurants in which restaurants pay a commissionpercentage fee on orders placed through Eat24’s platform. Yelp PlatformThe Yelp Platform allows consumers to transact directly on Yelp. Through our integration of Eat24 and partnershipswith companies including Booker, BloomNation and CellarPass, consumers are currently able to complete fooddelivery transactions, book spa and salon appointments, order flowers and make winery reservations, among others,all without leaving Yelp. Yelp DealsOur Yelp Deals product allows local business owners to create promotional discounted deals for their products andservices, which are marketed to consumers through our platform. Yelp Deals typically have a fee structure basedsolely on transaction volume with no upfront costs, and we typically earn a fee based on the discounted price ofeach deal sold. We process all customer payments and remit to the business the revenue share of any Yelp Dealpurchased. Gift CertificatesOur Gift Certificates product allows local business owners to sell full-price gift certificates directly to consumersthrough their business listing pages. The business chooses the price point to offer (from $10 to $500), andconsumers may purchase Gift Certificates denominated in such amounts. We earn a fee based on the amount of theGift Certificate sold. We process all consumer payments and remit to the business the revenue share of any GiftCertificate purchased.BrandThrough the end of 2015, we also offered advertising solutions for national brands in the form of display advertisements and brand sponsorships. Wephased out these products over the second half of 2015 and redeployed the associated internal resources, including members of our brand sales team,elsewhere within our organization. Due to certain negative trends in the broader market for brand advertising products — in particular, the shift towardprogrammatic advertising and increasing advertiser demand for products such as video ads that are disruptive to the consumer experience — we believe thisdecision will provide us with a long-term strategic advantage by allowing us to focus on our core strength of local advertising and to ensure that we continueto provide a great consumer experience. We recognized revenue from these products as brand revenue through the end of 2015. 4Table of ContentsOther ServicesWe generate other revenue through partner arrangements and monetization of remnant advertising inventory through third-party ad networks. Our partnerarrangements include allowing third-party data providers to update business listing information on behalf of businesses and resale of our local advertisingproducts by certain partners. We recognize revenue from these sources as other services revenue.Revenue by ProductThe following table provides a breakdown of our revenue by product for the years indicated:Year Ended December 31, 2015 2014 2013(as a percentage of net revenue)Net revenue by product: Local82%85%83% Transactions8%1%2% Brand advertising6%9%12% Other services4%5%3% Total net revenue 100% 100% 100%5Table of ContentsOur StrategyOur mission is to connect people with great local businesses. We focus on the following key strategies to grow our business, audience of consumers andadvertiser base:Network Effect●Grow Our Communities. As the number of contributors and consumers within Yelp communities continues to grow, we expect our platform to becomemore widely known and relevant to broader audiences, further driving the growth of reviews, consumers and local business activity. We plan tocontinue investing in marketing to leverage our brand and benefit from these network dynamics. In 2015, we launched our first television advertisingcampaign to increase consumer awareness of our brand, and we plan to continue testing various advertising channels in 2016. We also expanded ourteam of Community Ambassadors — a part-time position similar to Community Managers — to foster and support contributors in our smallercommunities. ●Increase Engagement. By continuing to develop a feature-rich experience for consumers, we believe we can increase the number of visits and searchesper user. We plan to continue to innovate and explore ways to expand our content and further enable contributors to share their local experiences,including on new and evolving platforms and distribution channels such as automobile navigation systems, wearable devices and voice-enabledmobile devices. For example, in 2015, we launched versions of our mobile app for the Apple Watch and Samsung Gear S2 smartwatch. We believe thecontinued expansion of the Yelp Platform will also drive further engagement, and acquired Eat24 in 2015 to that end. In addition, we plan to continueto invest in the development of our mobile platform, and our mobile app in particular, to take advantage of the growing number of consumersaccessing Yelp through their mobile devices. ●Provide a Great Consumer Experience. We believe that providing a great consumer experience has been and will continue to be critical to growingour business; accordingly, as we explore opportunities to monetize our products, we remain committed to a high standard of user experience. We willnot incorporate advertising or other products or solutions that we believe may excessively degrade the user experience and potentially alienate users,even if they might result in increased short-term monetization. For example, we phased out our brand advertising products in 2015 in part becausedemand in the brand advertising market has shifted toward products disruptive to the consumer experience. We also plan to continue our consumerprotection efforts. In 2015, for example, we partnered with ProPublica, a public interest news organization, to incorporate health care statistics andconsumer opinion survey data onto the business listing pages of medical treatment facilities, as well as expanded our consumer alerts program. 6Table of ContentsEnhance Monetization●Focus on Local. Our core strength is our local advertising business in the United States. This business has a significant and growing base of revenue,and we plan to continue to pursue initiatives to enhance our opportunity in this area. In 2015, for example, we phased out our brand advertisingproducts and redeployed the associated internal resources elsewhere within our organization, allowing us to focus on our local advertising products.We also invested in our account management processes to improve customer service. ●Attract More Businesses. As of December 31, 2015, we were recognizing local revenue from approximately 111,000 local advertising accounts; withapproximately 63 million local businesses on our platform as of that date, we believe there is significant opportunity to increase the number of localbusinesses advertising on Yelp. In particular, we believe that the continued expansion of the Yelp Platform, new business owner products andcomprehensive tools to measure the effectiveness of our products will encourage businesses to advertise on our platform. For example, in 2015, weexpanded the Yelp Platform to provide consumers with the ability to book a golf tee time, send flowers, book bottle service at night clubs andschedule legal consultations. We will also continue our local business outreach efforts, which include educating local businesses on how Yelpprovides value to them as well as engaging with business owners to gain insight into how we can improve our products and services. In addition to ourongoing outreach efforts, such as the Yelp Small Business Advisory Council, we held our first business leader summit in 2015, which brought 100entrepreneurs representing 86 communities in the United States and Canada to our offices for two days of conversation and strategizing. ●Expand Our Sales Efforts. We plan to continue to grow our sales force and explore sales partnerships so we can reach more businesses. We haveinvested, and will continue to invest, aggressively in sales resources, including increases in headcount and initiatives to increase sales forceproductivity. We are also testing different sales channels, such as sales representative-assisted self-service advertising, to provide business owners withconvenient options for purchasing our products. We believe these ongoing investments will lead to additional local businesses advertising on Yelp. Inaddition, we will continue to explore partnerships, such as our YP partnership, for the sale of our products.MarketingCommunity ManagementWe have a team of Community Managers and Community Ambassadors based across the United States and in 31 countries internationally, whose primarygoals are to support and grow their local communities of contributors, raise brand awareness and engage with their surrounding communities through:●planning and executing fun and engaging events for the community, such as parties, outings and activities at restaurants, museums, hotels and otherlocal places of interest; ●getting to know community members and helping them get to know one another to foster an offline community experience that can be transferredonline; ●promoting Yelp, including guest appearances on local television and radio, and at local events such as concerts and street fairs; and ●writing weekly e-mail newsletters to share information with the community about local businesses, events and activities.7Table of ContentsThrough these activities, we believe our community management team helps us increase awareness of our platform and grow avid communities who arewilling to contribute content to our platform. These active contributors may be invited to attend sponsored social events, but do not receive compensation fortheir contributions. This community growth drives the network effect whereby contributed reviews expand the breadth and depth of our content base. Thisexpansion draws an increasing number of consumers to access the content on our platform, thus inspiring new and existing contributors to create additionalreviews that can be shared with this growing audience.There are currently active Yelp communities in Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, the Czech Republic, Denmark, Finland,France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Philippines, Poland, Portugal, Singapore,Spain, Sweden, Switzerland, Taiwan, Turkey, the United Kingdom and the United States.Community DevelopmentThe Yelp communities that we have established to date have generally followed a similar development path: a pre-launch content development phase,followed by the hiring of a Community Manager, leading to review growth and consumer activity, which, at scale, supports our sales efforts to localbusinesses.We select new locations based on a number of different location-specific criteria, including, but not limited to, population size, local gross domesticproduct, pre-existing base of reviews on our platform, Internet and wireless penetration, proximity to existing markets, number of local businesses and localad market growth.Before launching in any country, we license business listing information from third-party data providers and create individual pages for each businesslocation in the entire country. During this pre-launch preparation phase, we often hire temporary local employees, called “scouts,” to provide additional richcontent, such as reviews, photos and hours of operation. To bolster the integrity of the content they provide, we closely monitor their contributions to theplatform, prohibit them from reviewing businesses with which they have a conflict of interest and identify them in their public profiles as paid contributors.At launch, consumers can read and write reviews about any business on our platform and contribute information about businesses that are not already listed.After launch, we focus on attracting a community of contributors, consumers and local businesses to our platform by hiring a Community Manager toraise brand awareness and foster local engagement as described above. At scale, our platform reaches a critical mass of reviews, consumers and claimed localbusiness accounts, and we begin an active sales effort with local businesses. Thereafter, our largest expense is related to sales efforts to attract local businessadvertising customers. In Yelp communities that have attained this level of development, we expect to achieve economies of scale and operating costleverage.To further illustrate the development of Yelp communities as they scale, we highlight below our review and revenue metrics for three cohorts of Yelpcommunities in the United States: the Yelp communities that we launched in 2005-2006; the Yelp communities that we launched in 2007-2008; and theYelp communities that we launched in 2009-2010. Year-Over- Year-Over-YearAverageYearAverageGrowth inLocalGrowth inNumber ofCumulativeAverageRevenueAverage YelpReviewsCumulativein Q4LocalU.S. Market CohortCommunities(1)in Q4 2015(2)Reviews(3)2015(4)Revenue(5)2005 – 2006 Cohort6 6,07128%$8,47630%2007 – 2008 Cohort141,353 32% $2,431 35%2009 – 2010 Cohort1847939%$65539%8Table of Contents____________________(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 of the cohort as of December 31, 2015 (in thousands), including the reviews thatwere not recommended or had been removed from our platform, divided by the number of Yelp communities in the cohort. (3)Year-over-year growth in average cumulative reviews compares the average cumulative reviews as of December 31, 2015 with the average cumulativereviews as of December 31, 2014. (4)Average local revenue is defined as the total local revenue from businesses in the cohort for the quarter ended December 31, 2015 (in thousands),divided by the number of Yelp communities in the cohort. (5)Year-over-year growth in average local revenue compares average local revenue for the quarter ended December 31, 2015 with the average localrevenue for the quarter ended December 31, 2014.In general, the Yelp communities in our earlier U.S. community cohorts are more populous than those in later cohorts, and we have already entered manyof the largest cities in the United States and Europe. For these and other reasons, launching additional communities may not yield results similar to those ofour existing communities, particularly in the United States. As a result, we believe that development of our existing communities currently provides thegreatest opportunity for growth, and plan to focus our community development efforts on existing communities in 2016.AdvertisingPrior to the second half of 2014, we had not spent significantly on marketing programs, but instead focused on organic and viral growth driven by ourcommunity development efforts as described above. However, we believe there is significant opportunity to increase our brand awareness and, in the longerterm, traffic through targeted advertising programs. We began selectively testing advertising to consumers in the second half of 2014, and launched our firsttelevision advertising campaign in 2015. We plan to continue testing various advertising channels in 2016. Our marketing expenses may increase if wesignificantly expand these efforts to attract additional consumers.SalesWe sell our products directly through our sales force, indirectly through partners and online through our website. Our sales force consisted of 2,220employees as of December 31, 2015 and is located across our offices in San Francisco, California; Scottsdale, Arizona; New York, New York; Chicago,Illinois; Dublin, Ireland; and Hamburg, Germany.Direct Sales. A large majority of our sales force is dedicated to selling our local advertising products, with a significantly smaller component responsiblefor selling Eat24 and SeatMe products. Historically, another small component of our sales force was responsible for selling display advertisements and brandsponsorships to national advertisers; however, we phased out our brand advertising products in 2015 and redeployed the associated internal resources,including members of our brand sales team, elsewhere within our organization. Local sales representatives are primarily responsible for generating qualifiedsales leads by identifying and contacting local businesses through direct engagement, direct marketing campaigns and weekly e-mails to claimed localbusinesses. To date, our sales force has focused on increasing revenue by adding new customers, and our sales representatives are typically compensated onthe basis of advertising sold in a given period.Sales Partnerships. In 2014, we entered into a partnership with YP under which YP sells certain of our local advertising products as part of a package withits own advertising products to its advertiser base. The products covered by this arrangement include our enhanced profile and Call to Action products. Wecontinue to explore additional partnerships for the sale or bundling of our products.9Table of ContentsSelf-Service Ads. Our online, or self-service, sales channel allows businesses to purchase local advertising solutions directly from our website. Businessescan purchase performance-based cost-per-click sponsored search advertising directly through this channel. We are continuing to test approaches to this saleschannel, including by offering the option of speaking with a sales representative.Account Management. Although the focus of our sales force is on adding new customers, we also see opportunity to deepen our relationships withexisting customers. To this end, our account management team supports existing local business advertisers, primarily in a customer service role. Our accountmanagers are currently salaried rather than commission-based employees.TechnologyProduct development and innovation are core pillars of our strategy. We aim to delight our users and business partners with our products. We provide ourweb-based and mobile services using a combination of in-house and third-party technology solutions and products.●Search and Ranking Technology. We leverage the data stored on our platform and our proprietary indexing and ranking techniques to provide ourusers with contextual, relevant and up-to-date results to their search queries. For example, a consumer desiring environmentally friendly carpetcleaners does not have to call individual cleaners to inquire about their use of chemical-based cleaning solutions. Instead, the consumer can search for“environmentally-friendly carpet cleaners” on Yelp and discover cleaners with the best service and “green” cleaning products that serve a specificneighborhood. ●Recommendation Software. We employ our proprietary automated recommendation software to analyze and screen all reviews submitted to ourplatform. We believe our recommendation technology is one of the key contributors to the quality and integrity of the reviews on our platform and thesuccess of our service. See “—Consumer Protection Efforts” below for additional details regarding our recommendation software. ●Mobile Solutions. The number of people who access information about local businesses through mobile devices has increased dramatically over thepast few years and is expected to continue to increase. We have seen substantial growth in mobile usage, and anticipate that growth in use of ourmobile platform will be the driver of our growth for the foreseeable future. Our most engaged users are on our mobile app, making it particularlycritical to our continued success. For example, in the quarter ended December 31, 2015, our mobile devices accounted for approximately 70% of allsearches and approximately 63% of all ad clicks on our platform.To take advantage of this trend, we have invested significant resources into the development of our comprehensive mobile platform for consumerssupporting the major smartphone operating systems available today, iOS and Android. Over time, we have enhanced the functionality of our mobileplatform, such that it provides similar and, in some areas, greater functionality than our website. Some of the innovations we introduced through ourmobile platform include “check-ins,” “tips,” “comments,” “Nearby” and “Monocle,” our augmented reality feature. More recently, we also launched amobile app for business owners, designed to make it easier for them to engage with their customers and manage their Yelp profiles. The Yelp forBusiness Owners app is currently available for iOS and Android. ●Advertising Technologies. We use proprietary ad targeting and delivery technologies designed to provide relevant local advertisements. Ourproprietary ad delivery system leverages our unique repository of data to provide useful ads to users and high value leads to advertisers. ●Infrastructure. Our web and mobile platforms are currently hosted from multiple locations. The primary and secondary locations are within shared datacenter environments in California and Virginia. We also host parts of our infrastructure through Amazon Web Services, as well as with third-partyleased server providers. Our web and mobile platforms are designed to have high availability, from the Internet connectivity providers we choose, tothe servers, databases and networking hardware that we deploy. We design our systems such that the failure of any individual component is notexpected to affect the overall availability of our platform. We also leverage other third-party Internet-based (cloud) services such as rich-contentstorage, map-related services, ad serving and bulk processing.10Table of Contents●Network Security. Computer viruses, malware, phishing attacks, denial-of-service and other attacks and similar disruptions from unauthorized use ofcomputer systems have become more prevalent in our industry, have occurred on our systems in the past and we expect them to occur periodically onour systems in the future. For this reason, our platform includes a host of encryption, antivirus, firewall and patch-management technologies designedto help protect and maintain the systems located at data centers as well as other systems and computers across our business.Consumer Protection EffortsOur success depends on our ability to maintain consumer trust in our solutions and in the quality and integrity of the user content and other informationfound on our platform. We dedicate significant resources to the goal of maintaining and enhancing the quality, authenticity and integrity of the reviews onour platform, primarily through the following methods:Automated Recommendation Software. We use proprietary software to analyze the relevance, reliability and utility of each review submitted to ourplatform. The software applies the same objective standards to each review based on a wide range of data associated with the review and reviewer, regardlessof whether the business being reviewed advertises on Yelp. These objective standards include various measures of relevance, reliability and utility, such asthe reviewer’s type and level of activity with Yelp (which might correspond to the reviewer’s reliability or suggest reviewer biases) and whether certainreviews originate from related Internet Protocol addresses (which might mean the reviews were submitted by the same person). The results of this analysis canchange over time as the software factors in new information, which may result in reviews that were previously recommended becoming not recommended,and reviews that were previously not recommended being restored to recommended status. Reviews that the software deems to be the most useful and reliableare published directly on business listing pages, though neither we nor the software purport to establish whether or not any individual review is authentic. Asof December 31, 2015, our software was recommending approximately 71% of the reviews submitted to our platform. Reviews that are not recommended arepublished on secondary pages and do not factor into a business’s overall star rating. As of December 31, 2015, approximately 22% of the reviews submittedto our platform were not recommended but still accessible on our platform.Sting Operations. We routinely conduct sting operations to identify businesses and individuals who offer or receive cash, discounts or other benefits inexchange for reviews. For example, we may respond to advertisements offering to pay for reviews that are posted on Craigslist, Facebook and other platforms.We also receive and investigate tips from our users about potential paid reviews. If we identify or confirm any such issues through our investigations, wetypically pursue one or more of the courses of action described below (each of which we may also employ on a stand-alone basis).Consumer Alerts Program. We issue consumer alert warnings on business listing pages from time to time when we encounter suspicious activity that webelieve is indicative of attempts to deceive or mislead consumers. For example, we may issue a consumer alert if we encounter a business attempting topurchase favorable reviews, or if a large number of favorable reviews are submitted from the same Internet Protocol address. Consumer alerts generally remainin effect for 90 days, or longer if the deceptive practices continue.Coordination with Law Enforcement. We regularly cooperate with law enforcement and consumer protection agencies to investigate and identifybusinesses and individuals who may be engaged in false advertising or deceptive business practices relating to reviews. For example, in 2013, we assisted theNew York Attorney General with “Operation Clean Turf,” an undercover investigation targeting review manipulation that resulted in 19 companies agreeingto pay more than $350,000 in fines to the State of New York.Legal Action. Our terms of service prohibit the buying and selling of reviews, as well as writing fake reviews. In egregious cases, we take legal actionagainst businesses we believe to be engaged in deceptive practices based on these prohibitions.Removal of Reviews. We regularly remove reviews from our platform that we believe violate our terms of service, including, without limitation: fake ordefamatory reviews; content that has been bought, sold or traded; threatening, harassing or lewd content, as well as hate speech and other displays of bigotry;and content that violates the rights of any third party or any applicable law. Users can access information about reviews that we have removed for a particularbusiness by clicking on a link on the business’s listing page. As of December 31, 2015, approximately 7% of the reviews submitted to our platform had beenremoved.11Table of ContentsIntellectual PropertyWe rely on federal, state, common law and international rights, as well as contractual restrictions, to protect our intellectual property. We control access toour proprietary technology and algorithms by entering into confidentiality and inventions assignment agreements with our employees and contractors, aswell as confidentiality agreements with third parties.In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks and domain names toprotect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and incertain locations internationally. Our registration efforts have focused on gaining protection of our trademarks for Yelp and the Yelp burst logo, amongothers. These marks are material to our business and essential to our brand identity as they enable others to easily identify us as the source of the servicesoffered under these marks. While we are pursuing a number of patent applications, we do not currently have any issued patents, which may make it moredifficult to defend certain of our intellectual property rights, particularly related to our core business. For example, the contractual restrictions and tradesecrets that protect our proprietary technology and algorithms provide only a limited safeguard against infringement.Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may notbe available in the United States or other countries in which we operate. Also, the efforts we have taken to protect our proprietary rights may not be sufficientor effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Protecting our intellectualproperty rights is also costly and time consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to dobusiness and harm our operating results.Companies in the Internet, technology and media industries own large numbers of patents and other intellectual property rights, and frequently requestlicense agreements or threaten to enter into litigation based on allegations of infringement or other violations of such rights. From time to time, we receivenotice letters from patent holders alleging that certain of our products and services infringe their patent rights. We are also currently subject to, and expect toface in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including ourcompetitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.CompetitionThe market for information regarding local businesses and advertising is intensely competitive and rapidly changing. We compete for consumer trafficwith traditional, offline local business guides and directories as well as online providers of local and web search. We also compete for a share of localbusinesses’ overall advertising budgets with traditional, offline media companies and other Internet marketing providers. Our competitors include thefollowing types of businesses:●Offline. Competitors include offline media companies and service providers, many of which have existing relationships with local businesses. Servicesprovided by competitors range from yellow pages listings to direct mail campaigns to advertising and listing services in local newspapers, magazines,television and radio. ●Online. Competitors also include Internet search engines, such as Google and Bing, review and social media websites as well as various other onlineservice providers. These include regional websites that may have strong positions in particular markets.Our competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share,established marketing relationships with, and access to, large existing user bases and substantially greater financial, technical and other resources. Thesecompanies may use these advantages to offer products similar to ours at a lower price, develop different products to compete with our current solutions andrespond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements. Certain competitors couldalso use strong or dominant positions in one or more markets to gain competitive advantage against us in markets in which we operate.We compete on the basis of a number of factors. We compete for consumer traffic on the basis of factors including: the reliability of our content; thebreadth, depth and timeliness of information; and the strength and recognition of our brand. We compete for local businesses’ advertising budgets on thebasis of factors including: the size of our consumer audience; the effectiveness of our advertising solutions; our pricing structure; and recognition of ourbrand.12Table of ContentsGovernment RegulationAs a company conducting business on the Internet, we are subject to a variety of laws in the United States and abroad that involve matters central to ourbusiness, including laws regarding privacy, data retention, distribution of user-generated content, consumer protection and data protection, among others. Forexample:●Privacy. Because we receive, store and process personal information and other user data, including credit card information in certain cases, we aresubject to numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure andprotection of personal information and other user data. ●Liability for Third-Party Action. We rely on laws limiting the liability of providers of online services for activities of their users and other third parties. ●Advertising. We are subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types ofadvertising from unpaid search results. ●Information Security and Data Protection. The laws in many jurisdictions require companies to implement specific information security controls toprotect certain types of information. Likewise, many jurisdictions have laws in place requiring companies to notify users if there is a security breachthat compromises certain categories of their information.Many of these laws and regulations are still evolving and could be interpreted in ways that harm our business. The application and interpretation of theselaws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. They may be interpreted and appliedinconsistently from country to country and inconsistently with our current policies and practices. For example, regulatory frameworks for privacy issues arecurrently in flux worldwide, and are likely to remain so for the foreseeable future. Similarly, laws providing immunity to websites that publish user-generatedcontent are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright andtrademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users.Changes in existing laws or regulations or their interpretations, as well as new legislation or regulations, could increase our administrative costs and make itmore difficult for consumers to use our platform, resulting in less traffic and revenue. Such changes could also make it more difficult for us to provideeffective advertising tools to businesses on our platform, resulting in fewer advertisers and less revenue.As our business grows and evolves and our products are used in a greater number of countries, we will also become subject to laws and regulations inadditional jurisdictions. Foreign data protection, privacy and other laws and regulations can be more restrictive than those in the United States. Any failureon our part to comply with these laws may subject us to significant liabilities.Our Culture and EmployeesWe take great pride in our company culture and consider it to be one of our competitive strengths. Our culture is at the foundation of our success, and itcontinues to help drive our business forward as a pivotal part of our everyday operations. It allows us to attract and retain a talented group of employees,create an energetic work environment and continue to innovate in a highly competitive market. As of December 31, 2015, we had 3,826 full-time employeesglobally.Our culture extends beyond our offices and into the local communities in which people use Yelp. Our community management team’s responsibilitiesinclude supporting the sharing of experiences by consumers in the local markets that they serve and increasing brand awareness. We organize events severaltimes a year to recognize our most important contributors, facilitating face-to-face interactions, building the Yelp brand and fostering the sense of truecommunity in which we believe so strongly. We also engage with small businesses. For example, we established the Yelp Small Business Advisory Councilas a way to interact with and get feedback from our core community of local business owners. We have also worked with the U.S. Small BusinessAdministration and other partners to educate small business owners across the United States on best practices for online marketing.13Table of ContentsIn addition, The Yelp Foundation, a non-profit organization established by our board of directors in November 2011, or the Foundation, directly supportsconsumers and local businesses in the communities in which we operate. In 2011, our board of directors approved the contribution and issuance to theFoundation of 520,000 shares of our common stock, of which the Foundation had sold 130,000 shares as of December 31, 2015. The Foundation uses theproceeds from the sale of its shares of our common stock to make grants to local non-profit organizations that are actively engaged in supporting communityand small business growth. As of December 31, 2015, the Foundation held 390,000 shares of Class B common stock, representing less than 1% of ouroutstanding capital stock.Information About Segment and Geographic RevenueInformation about segment and geographic revenue is set forth in Note 16 of the Notes to Consolidated Financial Statements included elsewhere in thisAnnual Report.SeasonalityOur business is affected both by cyclicality in business activity and by seasonal fluctuations in Internet usage and advertising spending. We believe ourrapid growth has masked most of the cyclicality and seasonality of our business. As our revenue growth rate slows, we expect that the cyclicality andseasonality in our business may become more pronounced, causing our operating results to fluctuate. In particular, based on historical trends, we expecttraffic numbers to be weakest in the fourth quarter of the year in connection with end of the year holidays.Corporate and Available InformationWe were incorporated in Delaware on September 3, 2004 under the name Yelp, Inc. We changed our name to Yelp! Inc. in late September 2004 and toYelp Inc. in February 2012. Our principal executive offices are located at 140 New Montgomery Street, 9th Floor, San Francisco, California 94105, and ourtelephone number is (415) 908-3801. Our website is located at www.yelp.com, and our investor relations website is located at www.yelp-ir.com.We file or furnish electronically with the U.S. Securities and Exchange Commission, or SEC, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies ofthese reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC.We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.Additionally, we provide notifications of news or announcements regarding our financial performance, including filings with the SEC, investor events, pressand earnings releases, and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on ourinvestor relations website in real time by signing up for e-mail alerts and RSS feeds.Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other reportor document we file with the SEC, and any references to our websites are intended to be inactive textual references only.14Table of ContentsItem 1A. Risk Factors.Risks Related to Our Business and IndustryIf we are unable to increase traffic to our mobile app and website, or user engagement on our platform declines, our revenue, business and operatingresults may be harmed.We derive substantially all of our revenue from the sale of impression- and click-based advertising. Because traffic to our platform determines the numberof ads we are able to show, affects the value of those ads to businesses and influences the content creation that drives further traffic, slower traffic growth ratesmay harm our business and financial results. As a result, our ability to grow our business depends on our ability to increase traffic to and user engagement onour platform. Our traffic could be adversely affected by factors including:●Reliance on Internet Search Engines. As discussed in greater detail below, we rely on Internet search engines to drive traffic to our platform, includingour mobile app. However, the display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in ourdirect control, and may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As aresult, links to our platform may not be prominent enough to drive traffic to our platform, and we may not be in a position to influence the results.Although Internet search engine results have allowed us to attract a large audience with low organic traffic acquisition costs to date, if they fail todrive sufficient traffic to our platform in the future, we may need to increase our marketing expenses, which could harm our operating results. ●Increasing Competition. The market for information regarding local businesses is intensely competitive and rapidly changing. If the popularity,usefulness, ease of use, performance and reliability of our products and services do not compare favorably to those of our competitors, traffic maydecline. ●Review Concentration. Our restaurant and shopping categories together accounted for approximately 42% of the businesses that had been reviewedon our platform and approximately 57% of the cumulative reviews as of December 31, 2015. If the high concentration of reviews in these categoriesgenerates a perception that our platform is primarily limited to these categories, traffic may not increase or may decline. ●Our Recommendation Software. If our automated software does not recommend helpful content or recommends unhelpful content, consumers mayreduce or stop their use of our platform. While we have designed our technology to avoid recommending content that we believe to be unreliable orotherwise unhelpful, we cannot guarantee that our efforts will be successful. ●Content Scraping. From time to time, other companies copy information from our platform without our permission, through website scraping, robotsor other means, and publish or aggregate it with other information for their own benefit. This may make them more competitive and may decrease thelikelihood that consumers will visit our platform to find the local businesses and information they seek. Though we strive to detect and prevent thisthird-party conduct, we may not be able to detect it in a timely manner and, even if we could, may not be able to prevent it. In some cases, particularlyin the case of third parties operating outside of the United States, our available remedies may be inadequate to protect us against such conduct. ●Macroeconomic Conditions. Consumer purchases of discretionary items generally decline during recessions and other periods in which disposableincome is adversely affected. As a result, adverse economic conditions may impact consumer spending, particularly with respect to local businesses,which in turn could adversely impact the number of consumers visiting our platform. ●Internet Access. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impactingInternet neutrality, could decrease the demand for our services. Similarly, any actions by companies that provide Internet access that degrade, disruptor increase the cost of user access to our platform could undermine our operations and result in the loss of traffic.15Table of ContentsWe also anticipate that our traffic growth rate will continue to slow over time, and potentially decrease in certain periods, as our business matures and weachieve higher penetration rates. In particular, the number of major geographic markets, especially within the United States, that we have not yet entered isdeclining; further expansion in smaller markets may not yield similar results or sustain our growth. That our traffic growth has slowed in recent quarters evenas we have expanded our operations is a reflection of this trend. As our traffic growth rate slows, our success will become increasingly dependent on ourability to increase levels of user engagement on our platform. This dependence may increase as the portion of our revenue derived from performance-basedadvertising increases. A number of factors may negatively affect our user engagement, including if:●users engage with other products, services or activities as an alternative to our platform; ●there is a decrease in the perceived quality of the content contributed by our users; ●we fail to introduce new and improved products or features, or we introduce new products or features that do not effectively address consumer needs orotherwise alienate consumers; ●technical or other problems negatively impact the availability and reliability of our platform or otherwise affect the user experience; ●users have difficulty installing, updating or otherwise accessing our platform as a result of actions by us or third parties that we rely on to distributeour products; ●users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of theadvertising we display; and ●we do not maintain our brand image or our reputation is damaged.Consumers are increasingly using mobile devices to access online services. If our mobile platform and mobile advertising products are not compelling, orif we are unable to operate effectively on mobile devices, our business could be adversely affected.The number of people who access information about local businesses through mobile devices, including smartphones, tablets and handheld computers,has increased dramatically over the past few years and is expected to continue to increase. Although many consumers access our platform both on theirmobile devices and through personal computers, we have seen substantial growth in mobile usage. We anticipate that growth in use of our mobile platformwill be the driver of our growth for the foreseeable future and that usage through personal computers may continue to decline worldwide. As a result, we mustcontinue to drive adoption of and user engagement on our mobile platform, and our mobile app in particular. If we are unable to drive continued adoption ofand engagement on our mobile app, our business may be harmed and we may be unable to decrease our reliance on traffic from Google and other searchengines.In order to attract and retain engaged users of our mobile platform, the mobile products and services we introduce must be compelling. However, the waysin which users engage with our platform and consume content has changed over time, and we expect it will continue to do so as users increasingly engage viamobile. This may make it more difficult to develop mobile products that consumers find useful or provide them with the information they seek, and may alsonegatively affect our content if users do not continue to contribute high quality content on their mobile devices. In addition, building an engaged base ofmobile users may also be complicated by the frequency with which users change or upgrade their mobile services. In the event users choose mobile devicesthat do not already include or support our mobile app or do not install our mobile app when they change or upgrade their devices, our traffic and userengagement may be harmed.16Table of ContentsOur success is also dependent on the interoperability of our mobile products with a range of mobile technologies, systems, networks and standards that wedo not control, such as mobile operating systems like Android and iOS. We may not be successful in developing products that operate effectively with thesetechnologies, systems, networks and standards or in creating, maintaining and developing relationships with key participants in the mobile industry, some ofwhich may be our competitors. Any changes that degrade the functionality of our mobile products, give preferential treatment to competitive products orprevent us from delivering advertising could adversely affect mobile usage and monetization. As new mobile devices and platforms are released, it is difficultto predict the problems we may encounter in developing products for these alternative devices and platforms, and we may need to devote significantresources to the creation, support and maintenance of such products. If we experience difficulties in the future integrating our mobile app into mobiledevices, or we face increased costs to distribute our mobile app, our user growth and operating results could be harmed.In addition, the mobile market remains a rapidly evolving market with which we have limited experience. As new devices and platforms are released,users may begin consuming content in a manner that is more difficult to monetize. Similarly, as mobile advertising products develop, demand may increasefor products that we do not offer or that may alienate our user base. Although we currently deliver ads on both our mobile app and mobile website, with 63%of ad clicks delivered on mobile in the three months ended December 31, 2015, our continued success depends on our efforts to innovate and introduceenhanced mobile solutions. If our efforts to develop compelling mobile advertising products are not successful — as a result of, for example, the difficultiesdetailed above — advertisers may stop or reduce their advertising with us. At the same time, we must balance advertiser demands against our commitment toprioritizing the quality of user experience over short-term monetization. For example, we phased out our brand advertising products in part because demandin the brand advertising market has shifted toward products disruptive to the consumer experience, such as video ads. If we are not able to balance thesecompeting considerations successfully, we may not be able to generate meaningful revenue from our mobile products despite the expected growth in mobileusage.We rely on Internet search engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and servicesthat compete directly with our products. If links to our applications and website are not displayed prominently, traffic to our platform could decline andour business would be adversely affected.Our success depends in part on our ability to attract users through unpaid Internet search results on search engines like Google and Bing. The number ofusers we attract from search engines to our website (including our mobile website) is due in large part to how and where information from and links to ourwebsite are displayed on search engine result pages. The display, including rankings, of unpaid search results can be affected by a number of factors, many ofwhich are not in our direct control, and may change frequently. For example, a search engine may change its ranking algorithms, methodologies or designlayouts. As a result, links to our platform may not be prominent enough to drive traffic to our platform, and we may not know how or otherwise be in aposition to influence the results. In 2014, for example, Google made changes to its algorithms and methodologies that may be contributing to the slowing ofour traffic growth rate and the decline in traffic in the fourth quarter of 2014. Google also recently announced that, beginning in the fourth quarter of 2015,the rankings of sites showing certain types of app install interstitials could be penalized on its mobile search results pages. While we believe the type ofinterstitial we currently use will not be penalized, the parameters of Google’s policy may change from time to time, be poorly defined and inconsistentlyinterpreted. As a result, Google may unexpectedly penalize our app install interstitials, which may cause links to our mobile website to be featured lessprominently in Google’s mobile search results page, and traffic to both our mobile website and mobile app may be harmed as a result. We cannot predict thelong-term impact of these changes.Although traffic to our mobile app is less reliant on search results than traffic to our website, growth in mobile device usage may not decrease our overallreliance on search results if mobile users use our mobile website rather than our mobile app. In fact, consumers’ increasing use of mobile devices mayexacerbate the risks associated with how and where our website is displayed in search results because mobile device screens are smaller than personalcomputer screens and therefore display fewer search results.We also rely on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications. In the future, Apple,Google or other marketplace operators may make changes to their marketplaces that make access to our products more difficult. For example, our applicationsmay receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear withinmarketplaces. Similarly, if problems arise in our relationships with providers of application marketplaces, our user growth could be harmed.17Table of ContentsIn some instances, search engine companies and application marketplaces may change their displays or rankings in order to promote their own competingproducts or services or the products or services of one or more of our competitors. For example, Google has integrated its local product offering, Google +Local, with certain of its products, including search. The resulting promotion of Google’s own competing products in its web search results has negativelyimpacted the search ranking of our website. Because Google in particular is the most significant source of traffic to our website, accounting for more than halfof the visits to our website during the three months ended December 31, 2015, our success depends on our ability to maintain a prominent presence in searchresults for queries regarding local businesses on Google. As a result, Google’s promotion of its own competing products, or similar actions by Google in thefuture that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative effect on our business and results ofoperations.If our users fail to contribute high quality content or their contributions are not valuable to other users, our traffic and revenue could be negativelyaffected.Our success in attracting users depends on our ability to provide consumers with the information they seek, which in turn depends on the quantity andquality of the content contributed by our users. We believe that as the depth and breadth of the content on our platform grow, our platform will become morewidely known and relevant to broader audiences, thereby attracting new consumers to our service. However, if we are unable to provide consumers with theinformation they seek, they may stop or reduce their use of our platform, and traffic to our website and on our mobile app will decline. If our user trafficdeclines, our advertisers may stop or reduce the amount of advertising on our platform and our business could be harmed. Our ability to provide consumerswith valuable content may be harmed:●if our users do not contribute content that is helpful or reliable; ●if our users remove content they previously submitted; ●as a result of user concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and mayoccur again in the future; and ●as users increasingly contribute content through our mobile platform, because content contributed through mobile devices tends to be shorter thandesktop contributions.Similarly, if robots, shills or other spam accounts are able to contribute a significant amount of recommended content, or consumers perceive a significantamount of our recommended content to be from such accounts, our traffic and revenue could be negatively affected. Although we do not believe content fromthese sources has had a material impact to date, if our automated software recommends a substantial amount of such content in the future, our ability toprovide high quality content would be harmed and the consumer trust essential to our success could be undermined.In addition, if our platform does not provide current information about local businesses or users do not perceive reviews on our platform as relevant, ourbrand and business could be harmed. For example, we do not phase out or remove dated reviews, and consumers may view older reviews as less relevant,helpful or reliable than more recent reviews.If we fail to maintain and expand our base of advertisers, our revenue and our business will be harmed.Our ability to grow our business depends on our ability to maintain and expand our advertiser base. To do so, we must convince existing and prospectiveadvertisers alike that our advertising products offer a material benefit and can generate a competitive return relative to other alternatives. Our ability to do sodepends on factors including:●Acceptance of Online Advertising. We believe that the continued growth and acceptance of our online advertising products will depend on theperceived effectiveness and the acceptance of online advertising models generally, which is outside of our control. For example, if ad-blockingprograms that affect the delivery of online advertising gain further visibility or traction, the perceived value of online advertising, and that of ouradvertising products in turn, may be harmed. Many advertisers still have limited experience with online advertising and, as a result, may continue todevote significant portions of their advertising budgets to traditional, offline advertising media, such as newspapers or print yellow pages directories.18Table of Contents●Competitiveness of Our Products. We must deliver ads in an effective manner. We may be unable to attract new advertisers if our products are notcompelling or we fail to innovate and introduce enhanced products meeting advertiser expectations. However, we must balance advertiser demandsagainst our commitment to providing a good user experience. For example, we phased out our brand advertising products in part because demand inthe brand advertising market has shifted toward products disruptive to the consumer experience. In addition, we must provide accurate analytics andmeasurement solutions that demonstrate the value of our advertising products compared to those of our competitors. Similarly, if the pricing of ouradvertising products does not compare favorably to those of our competitors, advertisers may reduce their advertising with us or choose not toadvertise with us at all. The widespread adoption of any technologies that make it more difficult for us to deliver ads, such as ad-blocking programs,could also decrease our value proposition to businesses and reduce demand for our products. ●Traffic Quality. The success of our advertising program depends on delivering positive results to our advertising customers. Low-quality or invalidtraffic, such as robots, spiders and the mechanical automation of clicking, may be detrimental to our relationships with advertisers and could adverselyaffect our advertising pricing and revenue. If we fail to detect and prevent click fraud or other invalid clicks on ads, the affected advertisers mayexperience or perceive a reduced return on their investments, which could lead to dissatisfaction with our products, refusals to pay, refund demands orwithdrawal of future business. ●Perception of Our Platform. Our ability to compete effectively for advertiser budgets depends on our reputation and perceptions regarding ourplatform. For example, we may face challenges expanding our advertiser base in businesses outside the restaurant and shopping categories ifbusinesses believe that consumers perceive the utility of our platform to be limited to finding businesses in these categories. The ratings and reviewsthat businesses receive from our users may also affect their advertising decisions. Favorable ratings and reviews, on the one hand, could be perceivedas obviating the need to advertise. Unfavorable ratings and reviews, on the other, could discourage businesses from advertising to an audience thatthey perceive as hostile or cause them to form a negative opinion of our products and user base. ●Macroeconomic Conditions. Adverse macroeconomic conditions can have a negative impact on the demand for advertising, particularly with respectto online advertising products. We rely heavily on small and medium-sized businesses, which often have limited advertising budgets and may bedisproportionately affected by economic downturns. In addition, such business may view online advertising as lower priority than offline advertising.As is typical in our industry, our advertisers generally do not have long-term obligations to purchase our products. Their decisions to renew depend onthe degree of satisfaction with our products as well as a number of factors that are outside of our control, including their ability to continue their operationsand spending levels. Small and medium-sized local businesses in particular have historically experienced high failure rates. As a result, we may experienceattrition in our advertisers in the ordinary course of business resulting from several factors, including losses to competitors, declining advertising budgets,closures and bankruptcies. In addition, our recent phase out of our brand advertising products, which had been an additional source of revenue for us, maymake us more susceptible to fluctuations and attrition from small and medium-sized businesses. To grow our business, we must continually add newadvertisers to replace advertisers who choose not to renew their advertising, or who go out of business or otherwise fail to fulfill their advertising contractswith us, which we may not be able to do.If we fail to further develop our markets effectively, including our international markets where we have limited operating experience and may be subject toincreased risks, our revenue and business will be harmed.We intend to further develop our operations both domestically and abroad. Our current and future plans will require significant resources andmanagement attention, and the returns on such investments may not be achieved for several years, or at all. For example, our plans include efforts to furtherdevelop and tailor our products and marketing to local needs in certain international communities, where we have limited operating experience andfamiliarity with the local competitive environments.19Table of ContentsOur communities in many of the largest markets in the United States are in a relatively late stage of development, and further development of smallermarkets may not yield similar results. As a result, our continued growth depends on our ability to successfully develop our international communities andoperations. We have a limited operating history in international markets, which makes it difficult to evaluate our future prospects and may increase the riskthat we will not be successful. If we are not able to develop our international markets as we expect, or if we fail to address the needs of those markets, ourbusiness will be harmed. Expanding our international operations may also subject us to risks that we have not faced before or that increase our exposure torisks that we currently face, including risks associated with:●operating a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, regulatory systems and commercialinfrastructures; ●recruiting and retaining qualified, multi-lingual employees, including sales personnel; ●increased competition from local websites and guides, and potential preferences by local populations for local providers; ●potentially lower levels of advertiser demand and user engagement; ●our ability to achieve prominent display of our content in unpaid search results, which may be more difficult in newer markets where we may have lesscontent and more competitors than in more established markets; ●providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they areculturally relevant in different countries; ●compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards; ●the enforceability of our intellectual property rights; ●credit risk and higher levels of payment fraud; ●currency exchange rate fluctuations; ●compliance with anti-bribery laws, including but not limited to the Foreign Corrupt Practices Act and the U.K. Bribery Act; ●foreign exchange controls that might prevent us from repatriating cash earned outside the United States; ●political and economic instability in some countries; ●double taxation of our international earnings and potential adverse tax consequences due to changes in the tax laws of the United States or foreignjurisdictions in which we operate; and ●higher costs of doing business internationally.We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders andotherwise disrupt our operations and harm our operating results. We may also be unable to realize the expected benefits and synergies of any acquisitions.Our success will depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, user andadvertiser demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses ortechnologies rather than through internal development. For example, in February 2015, we acquired Eat24 to obtain an online food ordering solution. Wehave limited experience as a company in the complex process of acquiring other businesses and technologies. The pursuit of potential future acquisitionsmay divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing acquisitions, whether or not they areconsummated.20Table of ContentsAcquisitions that are consummated could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect ourresults of operations. The incurrence of debt in particular could result in increased fixed obligations or include covenants or other restrictions that wouldimpede our ability to manage our operations. In addition, any acquisitions we announce could be viewed negatively by users, businesses or investors. Wemay also discover liabilities or deficiencies associated with the companies or assets we acquire that we did not identify in advance, which may result insignificant unanticipated costs. For example, in 2015, two lawsuits were filed against us by former Eat24 employees alleging that Eat24 failed to comply withcertain labor laws prior to the acquisition. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence aredependent upon the accuracy and completeness of statements and disclosures made by the companies we acquire or their representatives, as well as thelimited amount of time in which acquisitions are executed. We may also fail to accurately forecast the financial impact of an acquisition transaction,including tax and accounting charges.In order to realize the expected benefits and synergies of any acquisition that is consummated, we must meet a number of significant challenges that maycreate unforeseen operating difficulties and expenditures, including:●integrating operations, strategies, services, sites and technologies of the acquired company; ●managing the combined business effectively; ●retaining and assimilating the employees of the acquired company; ●retaining existing customers and strategic partners and minimizing disruption to existing relationships as a result of any integration of new personnel; ●difficulties in the assimilation of corporate cultures; ●implementing and retaining uniform standards, controls, procedures, policies and information systems; and ●addressing risks related to the business of the acquired company that may continue to impact the business following the acquisition.Any inability to integrate services, sites and technologies, operations or personnel in an efficient and timely manner could harm our results of operations.Transition activities are complex and require significant time and resources, and we may not manage the process successfully, particularly if we are managingmultiple integrations concurrently. Our ability to integrate complex acquisitions is unproven, particularly with respect to companies that have significantoperations or that develop products with which we do not have prior experience. For example, Eat24 was larger and more complex than companies we hadpreviously acquired. In addition, Eat24 operates a business that is new to us, and we did not have significant experience or structure in place to support thisbusiness prior to the acquisition. We plan to invest resources to support this and any future acquisitions, which will result in ongoing operating expenses andmay divert resources and management attention from other areas of our business. We cannot assure you that these investments will be successful. Even if weare able to integrate the operations of any acquired company successfully, these integrations may not result in the realization of the full benefits of synergies,cost savings, innovation and operational efficiencies that may be possible from the combination of the businesses, or we may not achieve these benefitswithin a reasonable period of time.We rely on third-party service providers and strategic partners for many aspects of our business, and any failure to maintain these relationships couldharm our business.We rely on relationships with various third parties to grow our business, including strategic partners and technology and content providers. For example,we rely on third parties for data about local businesses, mapping functionality, payment processing and administrative software solutions. We also rely onpartners for various transactions available through the Yelp Platform, including Booker for spa and salon appointments, Locu for menu data andBloomNation for flower deliveries, among others. Identifying, negotiating and maintaining relationships with third parties require significant time andresources, as does integrating their data, services and technologies onto our platform. It is possible that these third parties may not be able to devote theresources we expect to the relationships. We may also have competing interests and obligations with respect to our partners in particular, which may make itdifficult to maintain, grow or maximize the benefit for each partnership. For example, our entry into the online reservations space with SeatMe and YelpReservations put us in competition with OpenTable, which led to the end of our partnership in 2015. Our focus on integrating additional partners to expandthe Yelp Platform may exacerbate this risk.21Table of ContentsIf our relationships with our partners and providers deteriorate, we could suffer increased costs and delays in our ability to provide consumers andadvertisers with content or similar services. We have had, and may in the future have, disagreements or disputes with our partners about our respectivecontractual obligations, which could result in legal proceedings or negatively affect our brand and reputation. In addition, we exercise limited control overour third-party partners and vendors, which makes us vulnerable to any errors, interruptions or delays in their operations. If these third parties experience anyservice disruptions, financial distress or other business disruption, or difficulties meeting our requirements or standards, it could make it difficult for us tooperate some aspects of our business. For example, we rely on a single supplier to process payments of all transactions made on the Yelp Platform and forpurchases of Yelp Deals and Gift Certificates. Any disruption or problems with this supplier or its services could have an adverse effect on our reputation,results of operations and financial results. Similarly, upon expiration or termination of any of our agreements with third-party providers, we may not be ableto replace the services provided to us in a timely manner or on terms that are favorable to us, if at all, and a transition from one partner or provider to anothercould subject us to operational delays and inefficiencies.We face competition for both local business directory traffic and advertiser spending, and expect competition to increase in the future.The market for information regarding local businesses and advertising is intensely competitive and rapidly changing. With the emergence of newtechnologies and market entrants, competition is likely to intensify in the future. We compete for consumer traffic with traditional, offline local businessguides and directories, Internet search engines, such as Google and Bing, review and social media websites and various other online service providers. Thesecompetitors may include regional review websites that may have strong positions in particular countries. We also compete with these companies for thecontent of contributors, and may experience decreases in both traffic and user engagement if our competitors offer more compelling environments.Although advertisers are allocating an increasing amount of their overall marketing budgets to online advertising, such spending lags behind growth inInternet and mobile usage generally, making the market for online advertising intensely competitive. We compete for a share of local businesses’ overalladvertising budgets with traditional, offline media companies and service providers, as well as Internet marketing providers. Many of these companies haveestablished marketing relationships with local businesses, and certain of our online competitors have substantial proprietary advertising inventory and webtraffic that may provide a significant competitive advantage.Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in areas in which we operate,including by: integrating review platforms or features into products they control, such as search engines, web browsers or mobile device operating systems;making acquisitions; changing their unpaid search result rankings to promote their own products; refusing to enter into or renew licenses on which wedepend; limiting or denying our access to advertising measurement or delivery systems; limiting our ability to target or measure the effectiveness of ads; ormaking access to our platform more difficult. This risk may be exacerbated by the trend in recent years toward consolidation among online media companies,potentially allowing our larger competitors to offer bundled or integrated products that feature alternatives to our platform.Our competitors may also enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share,large existing user bases and substantially greater financial, technical and other resources. Traditional television and print media companies, for example,have large established audiences and more traditional and widely accepted advertising products. These companies may use these advantages to offerproducts similar to ours at a lower price, develop different products to compete with our current solutions and respond more quickly and effectively than wedo to new or changing opportunities, technologies, standards or client requirements. In particular, major Internet companies, such as Google, Facebook,Yahoo! and Microsoft, may be more successful than us in developing and marketing online advertising offerings directly to local businesses, and mayleverage their relationships based on other products or services to gain additional share of advertising budgets.To compete effectively, we must continue to invest significant resources in product development to enhance user experience and engagement, as well assales and marketing to expand our base of advertisers. However, there can be no assurance that we will be able to compete successfully for users andadvertisers against existing or new competitors, and failure to do so could result in loss of existing users, reduced revenue, increased marketing expenses ordiminished brand strength, any of which could harm our business.22Table of ContentsOur business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain and expand our baseof users and advertisers, as well as our ability to increase the frequency with which they use our products.We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining, protecting and enhancingthe “Yelp” brand are critical to expanding our base of users and advertisers and increasing the frequency with which they use our solutions. Our ability to doso will depend largely on our ability to maintain consumer trust in our products and in the quality and integrity of the user content and other informationfound on our platform, which we may not do successfully. We dedicate significant resources to these goals, primarily through our automated recommendationsoftware, sting operations targeting the buying and selling of reviews, our consumer alerts program, coordination with consumer protection agencies and lawenforcement, and, in certain egregious cases, taking legal action against business we believe to be engaged in deceptive activities. We also endeavor toremove content from our platform that violates our terms of service.Despite these efforts, we cannot guarantee that each of the 68 million reviews on our platform that have been recommended and that have not beenremoved as of December 31, 2015 is useful or reliable, or that consumers will trust the integrity of our content. For example, if our recommendation softwaredoes not recommend helpful content or recommends unhelpful content, consumers and businesses alike may stop or reduce their use of our platform andproducts. Some consumers and businesses have alternately expressed concern that our technology either recommends too many reviews, therebyrecommending some reviews that may not be legitimate, or too few reviews, thereby not recommending some reviews that may be legitimate. If consumers donot believe our recommended reviews to be useful and reliable, they may seek other services to obtain the information for which they are looking, and maynot return to our platform as often in the future, or at all. This would negatively impact our ability to retain and attract users and advertisers and the frequencywith which they use our platform.Consumers may also believe that the reviews, photos and other user content contributed by our Community Managers or other employees are influencedby our advertising relationships or are otherwise biased. Although we take steps to prevent this from occurring by, for example, identifying CommunityManagers as Yelp employees on their account profile pages and explaining their role on our platform, the designation does not appear on the page for eachreview contributed by the Community Manager and we may not be successful in our efforts to maintain consumer trust. Similarly, the actions of our partnersmay affect our brand if users do not have a positive experience on the Yelp Platform. If others misuse our brand or pass themselves off as being endorsed oraffiliated with us, it could harm our reputation and our business could suffer. For example, we have encountered instances of reputation managementcompanies falsely representing themselves as being affiliated with us when soliciting customers; this practice could be contributing to rumors that businessowners can pay to manipulate reviews, rankings and ratings. Our website and mobile app also serve as a platform for expression by our users, and third partiesor the public at large may also attribute the political or other sentiments expressed by users on our platform to us, which could harm our reputation.In addition, negative publicity about our company, including our technology, sales practices, personnel, customer service, litigation, strategic plans orpolitical activities could diminish confidence in our brand and the use of our products. Certain media outlets have previously reported allegations that wemanipulate our reviews, rankings and ratings in favor of our advertisers and against non-advertisers. In order to demonstrate that our automatedrecommendation software applies in a nondiscriminatory manner to both advertisers and non-advertisers, we allow users to access reviews that are bothrecommended and not recommended by our software. We have also allowed businesses to comment publicly on reviews so that they can provide a response.Nevertheless, our reputation and brand, the traffic to our website and mobile app and our business may suffer if negative publicity about our company persistsor if users otherwise perceive that our content is manipulated or biased. Allegations and complaints regarding our business practices, and any resultingnegative publicity, may also result in increased regulatory scrutiny of our company. In addition to requiring management time and attention, any regulatoryinquiry or investigation could itself result in further negative publicity regardless of its merit or outcome.Maintaining and enhancing our brand may also require us to make substantial investments, and these investments may not be successful. For example,our trademarks are an important element of our brand. We have faced in the past, and may face in the future, oppositions from third parties to our applicationsto register key trademarks in foreign jurisdictions in which we expect to expand our presence. If we are unsuccessful in defending against these oppositions,our trademark applications may be denied. Whether or not our trademark applications are denied, third parties may claim that our trademarks infringe theirrights. As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in certainjurisdictions. Doing so could harm our brand recognition and adversely affect our business. If we fail to maintain and enhance our brand successfully, or if weincur excessive expenses in this effort, our business and financial results may be adversely affected.23Table of ContentsIf we fail to manage our growth effectively, our brand, results of operations and business could be harmed.We have experienced rapid growth in our headcount and operations, including through our acquisitions of other businesses, such as Eat24 in February2015, which places substantial demands on management and our operational infrastructure. Most of our employees have been with us for fewer than twoyears; to manage the expected growth of our operations, we will need to continue to increase the productivity of our current employees and hire, train andmanage new employees. In particular, we intend to continue to make substantial investments in our engineering, sales and marketing and communitymanagement organizations. As a result, we must effectively integrate, develop and motivate a large number of new employees, including employees ininternational markets and from any acquired businesses, while maintaining the beneficial aspects of our company culture.As our business matures, we make periodic changes and adjustments to our organization in response to various internal and external considerations,including market opportunities, the competitive landscape, new and enhanced products, acquisitions, sales performance, increases in headcount and costlevels. In some instances, these changes have resulted in a temporary lack of focus and reduced productivity, which may occur again in connection with anyfuture changes to our organization and may negatively affect our results of operations. Similarly, any significant changes to the way we structurecompensation of our sales organization may be disruptive and may affect our ability to generate revenue.To manage our growth, we may need to improve our operational, financial and management systems and processes, which may require significant capitalexpenditures and allocation of valuable management and employee resources, as well as subject us to the risk of over-expanding our operating infrastructure.However, if we fail to scale our operations successfully and increase productivity, the quality of our platform and efficiency of our operations could suffer,which could harm our brand, results of operations and business.We make the consumer experience our highest priority. Our dedication to making decisions based primarily on the best interests of consumers may causeus to forgo short-term gains and advertising revenue.We base many of our decisions on the best interests of the consumers who use our platform. In the past, we have forgone, and we may in the future forgo,certain expansion or revenue opportunities that we do not believe are in the best interests of consumers, even if such decisions negatively impact our resultsof operations in the short term. For example, we phased out our brand advertising products in part because demand in the brand advertising market has shiftedtoward products disruptive to the consumer experience, such as video ads. Our approach of putting consumers first may negatively impact our relationshipwith existing or prospective advertisers. For example, unless we believe that a review violates our terms of service, such as reviews that contain hate speech orbigotry, we will allow the review to remain on our platform, even if the business disputes its accuracy. Certain advertisers may therefore perceive us as animpediment to their success as a result of negative reviews and ratings. This practice could result in a loss of advertisers, which in turn could harm our resultsof operations. However, we believe that this approach has been essential to our success in attracting users and increasing the frequency with which they useour platform. As a result, we believe this approach has served the long-term interests of our company and our stockholders and will continue to do so in thefuture.We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business couldbe harmed.We believe our success has depended, and continues to depend, on the efforts and talents of our employees, including our senior management team,software engineers, marketing professionals and advertising sales staff. All of our officers and other U.S. employees are at-will employees, which means theymay terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.Any changes in our senior management team in particular may be disruptive to our business. If our senior management team, including any new hires that wemay make, fails to work together effectively or execute our plans and strategies on a timely basis, our business could be harmed.24Table of ContentsOur future also depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Identifying, recruiting,training and integrating new hires will require significant time, expense and attention, and qualified individuals are in high demand; as a result, we may incursignificant costs to attract them before we can validate their productivity. Volatility in the price of our Class A common stock may make it more difficult orcostly in the future to use equity compensation to motivate, incentivize and retain our employees. If we fail to manage our hiring needs effectively, ourefficiency and ability to meet our forecasts, as well as employee morale, productivity and retention, could suffer, and our business and operating results couldbe adversely affected.Risks Related to Our TechnologyOur business is dependent on the uninterrupted and proper operation of our technology and network infrastructure. Any significant disruption in ourservice could damage our reputation, result in a potential loss of users and engagement and adversely affect our results of operations.It is important to our success that users in all geographies be able to access our platform at all times. We have previously experienced, and may experiencein the future, service disruptions, outages and other performance problems. Such performance problems may be due to a variety of factors, includinginfrastructure changes, human or software errors and capacity constraints due to an overwhelming number of users accessing our platform simultaneously. Ourproducts and services are highly technical and complex, and may contain errors or vulnerabilities that could result in unanticipated downtime for ourplatform and harm to our reputation and business. Users may also use our products in unanticipated ways that may cause a disruption in service for other usersattempting to access our platform. We may encounter such difficulties more frequently as we acquire companies and incorporate their technologies into ourservice. It may also become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times, as ourproducts become more complex and our user traffic increases.In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If our platform isunavailable when users attempt to access it or it does not load as quickly as they expect, users may seek other services to obtain the information for whichthey are looking, and may not return to our platform as often in the future, or at all. This would negatively impact our ability to attract users and advertisersand increase the frequency with which they use our platform. We expect to continue to make significant investments to maintain and improve the availabilityof our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade oursystems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, ourbusiness and operating results may be harmed.Our systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, fires, floods, power losses,telecommunications failures, terrorist attacks and similar events. Our U.S. corporate offices and one of the facilities we lease to house our computer andtelecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism, which may betargeted at metropolitan areas that have higher population densities than rural areas, could cause disruptions in our or our advertisers’ businesses or theeconomy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the San FranciscoBay Area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Our disaster recovery programcontemplates transitioning our platform and data to a backup center in the event of a catastrophe. Although this program is functional, if our primary datacenter shuts down, there will be a period of time that our services will remain shut down while the transition to the back-up data center takes place. Duringthis time, our platform may be unavailable in whole or in part to our users.25Table of ContentsIf our security measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users maycurtail or stop use of our platform.Our platform involves the storage and transmission of user and business information, some of which may be private, and security breaches could exposeus to a risk of loss of this information, which could result in potential liability and litigation. Computer viruses, break-ins, malware, phishing attacks,attempts to overload servers with denial-of-service or other attacks and similar disruptions from unauthorized use of computer systems have become moreprevalent in our industry, have occurred on our systems in the past and are expected to occur periodically on our systems in the future. We may be aparticularly compelling target for such attacks as a result of our brand recognition. User and business owner accounts and listing pages could be hacked,hijacked, altered or otherwise claimed or controlled by unauthorized persons. For example, we enable businesses to create free online accounts and claim thebusiness listing pages for each of their business locations. Although we take steps to confirm that the person setting up the account is affiliated with thebusiness, our verification systems could fail to confirm that such person is an authorized representative of the business, or mistakenly allow an unauthorizedperson to claim the business’s listing page. In addition, we face risks associated with security breaches affecting our third-party partners and service providers.A security breach at any such third party could be perceived by consumers as a security breach of our systems and result in negative publicity, damage to ourreputation and expose us to other losses.Although none of the disruptions we have experienced to date have had a material effect on our business, any future disruptions could lead tointerruptions, delays or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidentialinformation. Even if we experience no significant shutdown or no critical data is lost, obtained or misused in connection with an attack, the occurrence ofsuch attack or the perception that we are vulnerable to such attacks may harm our reputation, our ability to retain existing users and our ability to attract newusers. Although we have developed systems and processes that are designed to protect our data and prevent data loss and other security breaches, thetechniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, often are not recognized until launchedagainst a target or long after, and may originate from less regulated and more remote areas around the world. As a result, these preventative measures may notbe adequate and we cannot assure you that they will provide absolute security.Any or all of these issues could negatively impact our ability to attract new users, deter current users from returning to our platform, cause existing orpotential advertisers to cancel their contracts or subject us to third-party lawsuits or other liabilities. For example, we work with a third-party vendor toprocess credit card payments by users and businesses, and are subject to payment card association operating rules. Compliance with applicable operatingrules will not necessarily prevent illegal or improper use of our payment systems, or the theft, loss or misuse of payment information, however. If our securitymeasures fail to prevent fraudulent credit card transactions and protect payment information adequately as a result of employee error, malfeasance orotherwise, or we fail to comply with the applicable operating rules, we could be liable to the users and businesses for their losses, as well as the vendor underour agreement with it, and be subject to fines and higher transaction fees. In addition, government authorities could also initiate legal or regulatory actionsagainst us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing usto modify our business practices.Some of our products contain open source software, which may pose particular risks to our proprietary software and solutions.We use open source software in our products and will use open source software in the future. From time to time, we may face claims from third partiesclaiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software (which could includeour proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and couldrequire us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use ofcertain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not providewarranties or controls on the origin of the software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negativeeffect on our business and operating results.26Table of ContentsFailure to protect or enforce our intellectual property rights could harm our business and results of operations.We regard the protection of our trade secrets, copyrights, trademarks and domain names as critical to our success. In particular, we must maintain, protectand enhance the “Yelp” brand. We pursue the registration of our domain names, trademarks and service marks in the United States and in certain jurisdictionsabroad. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. Wetypically enter into confidentiality and invention assignment agreements with our employees and contractors, as well as confidentiality agreements withparties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractualarrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation or disclosure of our proprietaryinformation or deter independent development of similar technologies by others.Effective trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoingregistration requirements and expenses and the costs of defending our rights. Seeking protection for our intellectual property, including trademarks anddomain names, is an expensive process and may not be successful, and we may not do so in every location in which we operate. Litigation may becomenecessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Forexample, we may incur significant costs in enforcing our trademarks against those who attempt to imitate our “Yelp” brand. Any litigation of this nature,regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect ourbusiness and operating results.We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names thatinfringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.We have registered domain names for the websites that we use in our business, such as Yelp.com. If we lose the ability to use a domain name, whether dueto trademark claims, failure to renew the applicable registration or any other cause, we may be forced to market our products under a new domain name, whichcould cause us substantial harm or cause us to incur significant expense in order to purchase rights to the domain name in question. In addition, ourcompetitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have beenregistered by others in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on,are similar to or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names mayrequire litigation, which could result in substantial costs and diversion of management’s attention.Risks Related to Our Financial Statements and Tax MattersWe have incurred significant operating losses in the past, and we may not be able to generate sufficient revenue to regain profitability. Our recent growthrate will likely not be sustainable, and a failure to maintain an adequate growth rate will adversely affect our business and results of operations.Since our inception, we have incurred significant operating losses and, as of December 31, 2015, we had an accumulated deficit of approximately $66.9million. Although our revenues have grown rapidly in the last several years, increasing from $12.1 million in 2008 to $549.7 million in 2015, our revenuegrowth rate has declined in recent periods as a result of a variety of factors, including the maturation of our business and the gradual decline in the number ofmajor geographic markets, especially within the United States, to which we have not already expanded. In addition, we incurred net losses in the year endedDecember 31, 2015. As a result, you should not rely on the revenue growth of any prior quarterly or annual period, or the net income we realized in 2014, asan indication of our future performance. Historically, our costs have increased each year and we expect our costs to increase in future periods as we continueto expend substantial financial resources on:●sales and marketing; ●our technology infrastructure; ●product and feature development;27Table of Contents●domestic and international expansion efforts; ●strategic opportunities, including commercial relationships and acquisitions; and ●general administration, including legal and accounting expenses related to being a public company.These investments may not result in increased revenue or growth in our business. Our costs may also increase as we hire additional employees,particularly as a result of the significant competition that we face to attract and retain technical talent. Our expenses may grow faster than our revenue andmay be greater than we anticipate in a particular period or over time. If we are unable to maintain adequate revenue growth and to manage our expenses, wemay continue to incur significant losses in the future and may not be able to regain profitability.We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we willnot be successful.We have a limited operating history in an evolving industry that may not develop as expected, if at all. As a result, our historical operating results maynot be indicative of our future operating results, making it difficult to assess our future prospects. You should consider our business and prospects in light ofthe risks and difficulties we may encounter in this rapidly evolving industry, which we may not be able to address successfully. These risks and difficultiesinclude our ability to, among other things:●increase the number of users of our website and mobile app and the number of reviews and other content on our platform; ●attract and retain new advertising clients, many of which may have limited or no online advertising experience; ●forecast revenue and adjusted EBITDA accurately, which may be more difficult as we sell more performance-based advertising, as well asappropriately estimate and plan our expenses; ●continue to earn and preserve a reputation for providing meaningful and reliable reviews of local businesses; ●effectively monetize our mobile products as usage continues to migrate toward mobile devices; ●successfully compete with existing and future providers of other forms of offline and online advertising; ●successfully compete with other companies that are currently in, or may in the future enter, the business of providing information regarding localbusinesses; ●successfully manage our growth, including in international markets; ●successfully develop and deploy new features and products; ●manage and integrate successfully any acquisitions of businesses, solutions or technologies, such as Eat24; ●avoid interruptions or disruptions in our service or slower than expected load times; ●develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage globally, as well as thedeployment of new features and products; ●hire, integrate and retain talented sales and other personnel; ●effectively manage rapid growth in our sales force, other personnel and operations; and ●effectively identify, engage and manage third-party partners and service providers.28Table of ContentsIf the demand for information regarding local businesses does not develop as we expect, or if we fail to address the needs of this demand, our business willbe harmed. We may not be able to address successfully these risks and difficulties or others, including those described elsewhere in these risk factors. Failureto address these risks and difficulties adequately could harm our business and cause our operating results to suffer.We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our futureperformance.Our operating results could vary significantly from period to period as a result of a variety of factors, many of which may be outside of our control. Thisvolatility increases the difficulty in predicting our future performance and means comparing our operating results on a period-to-period basis may not bemeaningful. In addition to the other risk factors discussed in this section, factors that may contribute to the volatility of our operating results include:●changes in the products we offer, such as our phase out of brand advertising products; ●changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition; ●cyclicality and seasonality, which may become more pronounced as our growth rate slows; ●the effects of changes in search engine placement and prominence; ●the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, such as laws impacting Internet neutrality; ●the success of our sales and marketing efforts; ●costs associated with defending intellectual property infringement and other claims and related judgments or settlements; ●interruptions in service and any related impact on our reputation; ●the impact of fluctuations in currency exchange rates; ●changes in advertiser budgets or the market acceptance of online advertising solutions; ●changes in consumer behavior with respect to local businesses; ●changes in our tax rates or exposure to additional tax liabilities; ●the impact of worldwide economic conditions, including the resulting effect on consumer spending at local businesses and the level of advertisingspending by local businesses; and ●the effects of natural or man-made catastrophic events.Because we recognize most of the revenue from our advertising products over the term of an agreement, a significant downturn in our business may not beimmediately reflected in our results of operations.We recognize revenue from sales of our advertising products over the terms of the applicable agreements, which are generally three, six or 12 months. As aresult, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, adecline in new or renewed agreements in any one quarter may not significantly impact our revenue in that quarter but will negatively affect our revenue infuture quarters. In addition, we may be unable to adjust our fixed costs in response to reduced revenue. Accordingly, the effect of significant declines inadvertising sales may not be reflected in our short-term results of operations.29Table of ContentsIf our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.We have recorded a significant amount of goodwill related to our acquisitions to date, and a significant portion of the purchase price of any companieswe acquire in the future may be allocated to acquired goodwill and other intangible assets. Under accounting principles generally accepted in the UnitedStates, or GAAP, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value of our goodwill andother intangible assets may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered includedeclines in our stock price, market capitalization and future cash flow projections. If our acquisitions do not yield expected returns, our stock price declinesor any other adverse change in market conditions occurs, a change to the estimation of fair value could result. Any such change could result in an impairmentcharge to our goodwill and intangible assets, particularly if such change impacts any of our critical assumptions or estimates, and may have a negative impacton our financial position and operating results.We may require additional capital to support business growth, and such capital might not be available on acceptable terms, if at all.We intend to continue to invest in our business and may require or otherwise seek additional funds to respond to business challenges, including the needto develop new features and products, enhance our existing services, improve our operating infrastructure and acquire complementary businesses andtechnologies. As a result, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuancesof equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights,preferences and privileges superior to those of our Class A common stock. Any future debt financing we secure could involve restrictive covenants relating toour capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursuebusiness opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unableto obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond tobusiness challenges could be significantly impaired, and our business may be harmed.We may have exposure to greater than anticipated tax liabilities.Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which wedevelop, value and use our intellectual property and the valuations of our intercompany transactions. For example, our corporate structure includes legalentities located in jurisdictions with income tax rates lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entitiesin accordance with arm’s length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. Webelieve that income taxed in certain foreign jurisdictions at a lower rate relative to the U.S. statutory rate will have a beneficial impact on our worldwideeffective tax rate.However, significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course ofbusiness, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could beadversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries wherewe have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations,principles and interpretations.In addition, the application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject tointerpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. Thetaxing authorities of jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements,including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which couldincrease our worldwide effective tax rate and harm our financial position and results of operations. As we operate in numerous taxing jurisdictions, theapplication of tax laws can also be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is notuncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which thearm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.30Table of ContentsChanges in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial position and results of operations.Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Our existing corporatestructure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxbenefits that we intend to eventually derive could be undermined due to changing tax laws. In particular, the current U.S. administration and key members ofCongress have made public statements indicating that tax reform is a priority, resulting in uncertainty not only with respect to the future corporate tax rate,but also the U.S. tax consequences of income derived from income related to intellectual property earned overseas in low tax jurisdictions. Certain changes toU.S. tax laws, including limitations on the ability to defer U.S. taxation on earnings outside of the United States until those earnings are repatriated to theUnited States, as well as changes to U.S. tax laws that may be enacted in the future, could affect the tax treatment of our foreign earnings. In addition, manycountries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation andDevelopment, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in many countries where we dobusiness. Due to the expanding scale of our international business activities, any changes in the taxation of such activities may increase our worldwideeffective tax rate and harm our financial position and results of operations.In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine our income and other tax returns.The ultimate outcome of these examinations cannot be predicted with certainty. Should the IRS or other taxing authorities assess additional taxes as a resultof examinations, we may be required to record charges to our operations, which could harm our business, operating results and financial condition.Our business and results of operations may be harmed if we are deemed responsible for the collection and remittance of state sales taxes for Eat24’srestaurants.If we are deemed an agent for the restaurants in our Eat24 network under state tax law, we may be deemed responsible for collecting and remitting salestaxes directly to certain states. It is possible that one or more states could seek to impose sales, use or other tax collection obligations on us with regard tosuch food sales. These taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales, use or other taxes orremitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which would harm ourbusiness and results of operations. In addition, we rely on the restaurants in our Eat24 network to provide us with the correct sales tax rates for eachindividual order. If such information proves incorrect, we may be liable for the under or over collection of sales tax from Eat24 customers.We rely on data from both internal tools and third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metricsmay harm our reputation and negatively affect our business.We track certain performance metrics — including the number of unique devices accessing our mobile app in a given period, page views and calls andclicks for directions and map views — with internal tools, which are not independently verified by any third party. Our internal tools have a number oflimitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including keymetrics that we report. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with nodiscernable user action involved; this activity can cause our system to count the device associated with the app as a unique app device in a given period. Ifthe internal tools we use to track these metrics over- or under-count performance or contain algorithm or other technical errors, the data we report may not beaccurate. In addition, limitations or errors with respect to how we measure data may affect our understanding of certain details of our business, which couldaffect our longer-term strategies.31Table of ContentsIn addition, certain of our key metrics — the number of our desktop unique visitors and mobile website unique visitors — are calculated relying on datafrom third parties. While these numbers are based on what we believe to be reasonable calculations for the applicable periods of measurement, our third-partyproviders periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and softwareerrors. We expect these challenges to continue to occur, and potentially to increase as our traffic grows.There are also inherent challenges in measuring usage across our large user base around the world. For example, because these metrics are based on userswith unique cookies, an individual who accesses our website from multiple devices with different cookies may be counted as multiple unique visitors, andmultiple individuals who access our website from a shared device with a single cookie may be counted as a single unique visitor. In addition, although weuse technology designed to block low-quality traffic, such as robots, spiders and other software, we may not be able to prevent all such traffic. For these andother reasons, the calculations of our desktop unique visitors and mobile website unique visitors may not accurately reflect the number of people actuallyusing our platform.Our measures of traffic and other key metrics may differ from estimates published by third parties (other than those whose data we use to calculate our keymetrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly review ourprocesses to assess potential improvements to their accuracy. However, if our users, advertisers, partners and stockholders do not perceive our metrics to beaccurate representations, or if we discover material inaccuracies in our metrics, our reputation may be harmed.Risks Related to Regulatory Compliance and Legal MattersWe are, and may be in the future, subject to disputes and assertions by third parties that we violate their rights. These disputes may be costly to defend andcould harm our business and operating results.We currently face, and we expect to face from time to time in the future, allegations that we have violated the rights of third parties, including patent,trademark, copyright and other intellectual property rights, and the rights of current and former employees, users and business owners. For example, variousbusinesses have sued us alleging that we manipulate Yelp reviews in order to coerce them and other businesses to pay for Yelp advertising. The nature of ourbusiness also exposes us to claims relating to the information posted on our platform, including claims for defamation, libel, negligence and copyright ortrademark infringement, among others. Businesses have in the past claimed, and may in the future claim, that we are responsible for the defamatory reviewsposted by our users. We expect claims like these to continue, and potentially increase in proportion to the amount of content on our platform. In someinstances, we may elect or be compelled to remove the content that is the subject of such claims, or may be forced to pay substantial damages if we areunsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove content from our platform, our products and services maybecome less useful to consumers and our traffic may decline, which would have a negative impact on our business.We are also regularly exposed to claims based on allegations of infringement or other violations of intellectual property rights. Companies in the Internet,technology and media industries own large numbers of patent and other intellectual property rights, and frequently enter into litigation. Various “non-practicing entities” that own patents and other intellectual property rights also often aggressively attempt to assert their rights in order to extract value fromtechnology companies. From time to time, we receive notice letters from patent holders alleging that certain of our products and services infringe their patentrights, and we are presently involved in numerous patent lawsuits, including lawsuits involving plaintiffs targeting multiple defendants in the same or similarsuits. While we are pursuing a number of patent applications, we do not currently have any issued patents, and the contractual restrictions and trade secretsthat protect our proprietary technology provide only limited safeguards against infringement. This may make it more difficult to defend certain of ourintellectual property rights, particularly related to our core business.We expect other claims to be made against us in the future, and as we face increasing competition and gain an increasingly high profile, we expect thenumber of claims against us to accelerate. The results of litigation and claims to which we may be subject cannot be predicted with any certainty. Even if theclaims are without merit, the costs associated with defending against them may be substantial in terms of time, money and management distraction. Inparticular, patent and other intellectual property litigation may be protracted and expensive, and the results may require us to stop offering certain features,purchase licenses or modify our products and features while we develop non-infringing substitutes, or otherwise involve significant settlement costs. Thedevelopment of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Even if claims do notresult in litigation or are resolved in our favor without significant cash settlements, such matters, and the time and resources necessary to resolve them, couldharm our business, results of operations and reputation.32Table of ContentsOur business is subject to complex and evolving U.S. and foreign regulations and other legal obligations related to privacy, data protection and othermatters. Our actual or perceived failure to comply with such regulations and obligations could harm our business.We are subject to a variety of laws in the United States and abroad that involve matters central to our business, including laws regarding privacy, dataretention, distribution of user-generated content and consumer protection, among others. For example, because we receive, store and process personalinformation and other user data, including credit card information, we are subject to numerous federal, state and local laws around the world regardingprivacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data. We are also subject to a variety oflaws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results.The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which weoperate. For example, we rely on laws limiting the liability of providers of online services for activities of their users and other third parties. These laws arecurrently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademarkinfringement and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. It is difficult topredict how existing laws will be applied to our business, and if our business grows and evolves and our solutions are used in a greater number of countries,we will also become subject to laws and regulations in additional jurisdictions, which may be inconsistent with the laws of the jurisdictions to which we arecurrently subject. For example, the risk related to liability for third-party actions may be greater in certain jurisdictions outside the United States where ourprotection from such liability may be unclear.It is also possible that the interpretation and application of various laws and regulations may conflict with other rules or our practices, such as industrystandards to which we adhere, our privacy policies and our privacy-related obligations to third parties (including, in certain instances, voluntary third-partycertification bodies). Similarly, our business could be adversely affected if new legislation or regulations are adopted that require us to change our currentpractices or the design of our platform, products or features. For example, regulatory frameworks for privacy issues are currently in flux worldwide, and arelikely to remain so for the foreseeable future due to increased public scrutiny of the practices of companies offering online services with respect to personalinformation of their users. The U.S. government, including the White House, the Federal Trade Commission, the Department of Commerce and many stategovernments are reviewing the need for greater regulation of the collection, processing, storage and use of information about consumer behavior on theInternet, including regulation aimed at restricting certain targeted advertising practices. The European Commission recently approved a new safe harborprogram, the E.U.-U.S. Privacy Shield, covering the transfer of personal data from the European Union to the United States, and a new general data protectionregulation is expected to take effect in the European Union by 2018, each of which may be subject to varying interpretations and evolving practices, whichwould create uncertainty for us and possibly result in significantly greater compliance burdens for companies such as us with users and operations in Europe.Changes like these could increase our administrative costs and make it more difficult for consumers to use our platform, resulting in less traffic and revenue.Such changes could also make it more difficult for us to provide effective advertising tools to businesses on our platform, resulting in fewer advertisers andless revenue.We believe that our policies and practices comply with applicable laws and regulations. However, if our belief proves incorrect, if these guidelines, lawsor regulations or their interpretations change or new legislation or regulations are enacted, or if the third parties with whom we share user information fail tocomply with such guidelines, laws, regulations or their contractual obligations to us, we may be forced to implement new measures to reduce our legalexposure. This may require us to expend substantial resources, delay development of new products or discontinue certain products or features, which wouldnegatively impact our business. For example, if we fail to comply with our privacy-related obligations to users or third parties, or any compromise of securitythat results in the unauthorized release or transfer of personally identifiable information or other user data, we may be compelled to provide additionaldisclosures to our users, obtain additional consents from our users before collecting or using their information or implement new safeguards to help our usersmanage our use of their information, among other changes. We may also face litigation, governmental enforcement actions or negative publicity, whichcould cause our users and advertisers to lose trust in us and have an adverse effect on our business. For example, from time to time we receive inquiries fromgovernment agencies regarding our business practices. Although the internal resources expended and expenses incurred in connection with such inquiriesand their resolutions have not been material to date, any resulting negative publicity could adversely affect our reputation and brand. Responding to andresolving any future litigation, investigations, settlements or other regulatory actions may require significant time and resources, and could diminishconfidence in and the use of our products.33Table of ContentsDomestic and foreign laws may be interpreted and enforced in ways that impose new obligations on us with respect to Yelp Deals, which may harm ourbusiness and results of operations.Our Yelp Deals products may be deemed gift certificates, store gift cards, general-use prepaid cards or other vouchers, or “gift cards,” subject to, amongother laws, the federal Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “Credit CARD Act”) and similar state and foreign laws.Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.Various companies that provide deal products similar to ours have been subject to allegations that their deal products are subject to and violate the CreditCARD Act and various state laws governing gift cards. Lawsuits have also been filed in other locations in which we sell or plan to sell our Yelp Deals, such asthe Canadian province of Ontario, alleging similar violations of provincial legislation governing gift cards.The application of various other laws and regulations to our products, and particularly our Yelp Deals and Gift Certificates, is uncertain. These includelaws and regulations pertaining to unclaimed and abandoned property, partial redemption, refunds, revenue-sharing restrictions on certain trade groups andprofessions, sales and other local taxes and the sale of alcoholic beverages. In addition, we may become, or be determined to be, subject to federal, state orforeign laws regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USAPATRIOT Act and other similar future laws or regulations.If we become subject to claims or are required to alter our business practices as a result of current or future laws and regulations, our revenue coulddecrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actionsrelated to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business.The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualifiedboard members.As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listingrequirements of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations hasincreased, and will likely continue to increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, andplace significant strain on our personnel, systems and resources. In addition, changing laws, regulations and standards relating to corporate governance andpublic disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more timeconsuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, theirapplication in practice may evolve over time. This could result in continuing uncertainty regarding compliance matters, higher administrative expenses and adiversion of management’s time and attention. Further, if our compliance efforts differ from the activities intended by regulatory or governing bodies due toambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public companythat is subject to these rules and regulations also makes it more expensive for us to obtain and retain director and officer liability insurance, and we may inthe future be required to accept reduced coverage or incur substantially higher costs to obtain or retain adequate coverage. These factors could also make itmore difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.34Table of ContentsRisks Related to Ownership of Our Class A Common StockThe dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our stock prior to our initialpublic offering, including our founders, directors, executive officers and employees and their affiliates, and limiting our other stockholders’ ability toinfluence corporate matters.Our Class B common stock has 10 votes per share and our Class A common stock has one vote per share. As a result, the holders of our Class B commonstock collectively will continue to control a majority of the combined voting power of our common stock even when the shares of Class B common stockrepresent a small minority of all outstanding shares of our capital stock. The current holders of our Class B common stock collectively are able to control allmatters submitted to our stockholders for approval even though their stock holdings represent less than 50% of the outstanding shares of our common stock.All shares of Class A and Class B common stock will automatically convert into a single class of common stock upon the earlier of (x) the date on which thenumber of outstanding shares of Class B common stock represents less than 10% of the aggregate combined number of outstanding shares of Class A andClass B common stock, and (y) March 1, 2019.As of December 31, 2015, stockholders who held shares of Class B common stock, including certain of our founders, directors, executive officers,employees and their affiliates, together beneficially owned approximately 12% of the outstanding shares of our Class A and Class B common stock,representing approximately 59% of the voting power of our outstanding capital stock. Future transfers by holders of Class B common stock will generallyresult in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders ofClass B common stock who retain their shares, which may include existing founders, officers, directors and their affiliates. This concentrated control couldlimit our other stockholders’ ability to influence corporate matters through as late as March 2019 and even when the shares of Class B common stockrepresent as little as 10% of the outstanding shares of our capital stock. As a result, the market price of our Class A common stock could be adversely affected.35Table of ContentsOur share price has been and will likely continue to be volatile.The trading price of our Class A common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations inresponse to various factors, some of which are beyond our control. During 2015, our Class A common stock’s daily closing price ranged from $20.87 to$57.47, and was $18.34 on February 19, 2016. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report, factorsthat may cause volatility in our share price include:●actual or anticipated fluctuations in our financial condition and operating results; ●changes in projected operating and financial results; ●actual or anticipated changes in our growth rate relative to our competitors; ●announcements of technological innovations or new offerings by us or our competitors; ●announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; ●additions or departures of key personnel; ●actions of securities analysts who cover our company, such as publishing research or forecasts about our business (and our performance against suchforecasts), changing the rating of our Class A common stock or ceasing coverage of our company; ●investor sentiment with respect to our competitors, business partners and industry in general; ●reporting on our business by the financial media, including television, radio and press reports and blogs; ●fluctuations in the value of companies perceived by investors to be comparable to us; ●changes in the way we measure our key metrics; ●sales of our Class A or Class B common stock; ●changes in laws or regulations applicable to our solutions; ●share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and ●general economic and market conditions such as recessions, interest rate changes or international currency fluctuations.Furthermore, the stock markets have recently experienced extreme price and volume fluctuations that have affected and continue to affect the marketprices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of thosecompanies. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Forexample, in August 2014, we and certain of our officers were sued in two similar putative class action lawsuits alleging violations of the federal securitieslaws for allegedly making materially false and misleading statements. We may be the target of additional litigation of this type in the future as well.Securities litigation against us could result in substantial costs and divert our management’s time and attention from other business concerns, which couldharm our business.We do not intend to pay dividends for the foreseeable future, and as a result, our stockholders’ ability to achieve a return on their investment will dependon appreciation in the price of our Class A common stock.36Table of ContentsWe have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. Weanticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination topay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock afterprice appreciation, which may never occur, as the only way to realize future gains on their investments.Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts byour stockholders to replace or remove our current management and limit the market price of our Class A common stock.Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change in control or changes in ourmanagement. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:●authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock; ●require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; ●specify that special meetings of our stockholders can be called only by our board of directors, the Chair of our board of directors or our ChiefExecutive Officer; ●establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of personsfor election to our board of directors; ●establish that our board of directors is divided into three classes, with directors in each class serving three-year staggered terms; ●prohibit cumulative voting in the election of directors; ●provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; ●require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws andcertain provisions of our certificate of incorporation; and ●reflect two classes of common stock, as discussed above.These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult forstockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we areincorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delawarecorporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the dateon which the stockholder became an “interested” stockholder.Future sales of our Class A common stock in the public market could cause our share price to decline.Sales of a substantial number of shares of our Class A common stock in the public market, particularly sales by our directors, officers, employees andsignificant stockholders, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair ourability to raise capital through the sale of additional equity securities. As of December 31, 2015, we had 66,535,156 shares of Class A common stock and9,447,646 shares of Class B common stock outstanding. Although a public market exists for our Class A common stock only, shares of our Class B commonstock are generally convertible into an equivalent number of shares of Class A common stock at the option of the holder or upon transfer (subject to certainexceptions).37Table of ContentsItem 1B. Unresolved Staff Comments.None.Item 2. Properties.Our principal executive offices in North America are currently located at 140 New Montgomery Street, San Francisco, California, where we lease officespace pursuant to a lease agreement that expires in 2021. We lease additional office space in Palo Alto, California; San Francisco, California; Scottsdale,Arizona; Chicago, Illinois; New York, New York; and internationally in Dublin, Ireland; London, England; and Hamburg, Germany. We believe that ourproperties are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believethat it would be available on commercially reasonable terms.Item 3. Legal Proceedings.In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the NorthernDistrict of California, naming as defendants us and certain of our officers. The lawsuits allege violations of the Exchange Act by us and our officers forallegedly making materially false and misleading statements regarding our business and operations between October 29, 2013 and April 3, 2014. These caseswere subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief.Following the court’s dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amended complaint on May 21, 2015. OnNovember 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in our favor on December 28, 2015. The plaintiffshave appealed this judgment to the U.S. Court of Appeals for the Ninth Circuit.On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County,naming as defendants us and Eat24. The lawsuit asserts that we failed to permit meal and rest periods for certain current and former employees working asEat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare Commission Wage Orders and theCalifornia Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. On May 29, 2015, plaintiffsfiled a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, we reached apreliminary agreement to settle this matter for payments in the aggregate amount of up to approximately $550,000. Once finalized, the settlement will besubject to court approval.On June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees,against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtimewages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial WelfareCommission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, aswell as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under thePrivate Attorneys General Act. In January 2016, we reached a preliminary agreement to settle this matter for payments in the aggregate amount of up toapproximately $200,000. Once finalized, the settlement will be subject to court approval.In addition, we are subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot bepredicted with certainty, we currently do not believe that the final outcome of any of these matters will have a material adverse effect on our business,financial position, results of operations or cash flows.Item 4. Mine Safety Disclosures.Not applicable.38Table of ContentsPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Market InformationOur Class A common stock, par value $0.000001 per share, is listed on the New York Stock Exchange LLC, or NYSE, under the symbol “YELP.” There isno public trading market for our Class B common stock. The following table sets forth on a per-share basis the high and low intraday sales prices of our ClassA common stock, as reported by the NYSE for the periods presented:20152014 High Low High LowFirst Quarter$ 57.70$ 42.10$ 101.75$ 66.47Second Quarter $52.51$37.91$81.40$49.11Third Quarter$43.49 $20.50 $86.88 $64.70Fourth Quarter$32.47$20.60$73.41$49.17On February 19, 2016, the last reported sale price of our Class A common stock was $18.34.StockholdersAs of the close of business on February 19, 2016, there were 47 stockholders of record of our Class A common stock and 22 stockholders of record of ourClass B common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who arebeneficial owners, but whose shares are held in street name by brokers or other nominees. This number of holders of record also does not include stockholderswhose shares may be held in trust by other entities.Dividend PolicyWe have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock. Any future determination as to thedeclaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including ourfinancial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors that our board of directors may deemrelevant.Performance GraphWe have presented below the cumulative total return to our stockholders during the period from March 2, 2012 (the date our Class A common stockcommenced trading on the NYSE) through December 31, 2015 in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index. All valuesassume a $100 initial investment and data for the NYSE Composite Index and NYSE Arca Tech 100 Index assume reinvestment of dividends. Thecomparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.39Table of ContentsPeriodIndex 3/2/2012 12/31/2012 12/31/2013 12/31/2014 12/31/2015Yelp Inc.100125.67459.67364.87192.00NYSE Composite Index100 105.63128.22 133.63 125.05NYSE Arca Tech 100 Index100103.53 138.98158.73155.70The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or tothe liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any filing of Yelp under the Securities Act or the ExchangeAct, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings.Issuer Purchases of Equity SecuritiesNo shares of our Class A or Class B common stock were repurchased during the three months ended December 31, 2015.Item 6. Selected Consolidated Financial and Other Data.The following selected consolidated financial and other data should be read in conjunction with, and are qualified by reference to, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and the accompanying notesincluded elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2015, 2014 and 2013 and theconsolidated balance sheet data as of December 31, 2015 and 2014 are derived from the audited consolidated financial statements that are includedelsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2012 and 2011, as well as the consolidatedbalance sheet data as of December 31, 2013, 2012 and 2011, are derived from audited consolidated financial statements that are not included in this AnnualReport. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentationof the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in any period in thefuture.40Table of ContentsConsolidated Statements of Operations Data:Year Ended December 31, 2015 2014 2013 2012 2011(in thousands, except per share amounts)Net revenue$ 549,711$ 377,536$ 232,988$ 137,567$ 83,285Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below)(1)51,01524,38216,5619,9285,931 Sales and marketing(1)301,764201,050131,97085,91554,539 Product development(1)107,78665,18138,24320,47311,586 General and administrative(1)80,86658,27442,90731,53117,234 Depreciation and amortization(1)29,60417,59011,4557,2234,238 Restructuring and integration(1)——6751,262— Contribution to The Yelp Foundation————5,928Total costs and expenses571,035366,477241,811156,33299,456Income (Loss) from operations (21,324)11,059(8,823)(18,765)(16,171)Other income (expense), net386221(407) (226)(395)Income (Loss) before income taxes(20,938)11,280(9,230) (18,991) (16,566)Benefit (Provision) for income taxes(11,962)25,193(838)(122)(102)Net income (loss)(32,900)36,473 (10,068)(19,113)(16,668)Accretion of redeemable convertible preferred stock— ——(32)(189)Net income (loss) attributable to common stockholders (Class A and B)$(32,900)$36,473$(10,068)$(19,145)$(16,857)Net income (loss) per share attributable to common stockholders (Class A and B): Basic$(0.44)$0.51$(0.15)$(0.35)$(1.10) Diluted$(0.44)$0.48$(0.15)$(0.35)$(1.10)Weighted-average shares used to compute net income (loss) per share attributable tocommon stockholders (Class A and B): Basic74,68371,93665,66554,14915,291 Diluted74,68376,71265,66554,14915,291(1) Stock-based compensation expense included in the statements of operations data above was as follows:Year Ended December 31, 2015 2014 2013 2012 2011(in thousands)Cost of revenue$ 1,117$ 729$ 421$ 122$ 50Sales and marketing 21,962 15,08310,1314,917 1,607Product development 23,43114,8046,270 1,705721General and administrative14,332 11,657 9,3008,134 2,499Restructuring and integration——555——Total stock-based compensation$60,842$42,273$26,677$14,878$4,87741Table of ContentsConsolidated Balance Sheet Data:As of December 31, 2015 2014 2013 2012 2011(in thousands)Cash and cash equivalents171,613247,312389,76495,12421,736Property, equipment and software, net80,46762,76130,66614,7999,881Working capital 393,505 386,785 391,84491,218 18,996Total assets755,427629,650515,977 187,69643,821Redeemable convertible preferred stock————55,435Total stockholders’ equity (deficit)693,620588,150486,483165,662(24,347)Other Financial and Operational Data:Year Ended December 31, 2015 2014 2013 2012 2011(in thousands)Reviews(1)95,21071,23252,75735,95924,817Desktop Unique Visitors(2)74,60777,628 77,71362,33653,946Mobile Web Unique Visitors(3) 65,86057,77042,29223,97211,850Unique App Devices(4)20,006 14,54110,6139,1785,654Claimed Local Business Locations(5)2,6482,0291,488994 606Local Advertising Accounts(6)11184543119Adjusted EBITDA(7)69,12270,92229,4294,598(1,128)(1) Represents the cumulative number of reviews submitted to Yelp since inception, as of the period end, including reviews that were not recommended orthat had been removed from our platform. We define a review as each individually written assessment submitted by a user who has registered bycreating a public profile on our platform. For more information, including information regarding reviews that are not recommended and removedreviews, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Reviews.” (2)Represents the average number of desktop unique visitors for the last three months of the period, calculated as the number of “users,” as measured byGoogle Analytics, who have visited our non-mobile optimized website at least once in a given month, averaged over the three-month period. For moreinformation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.” (3)Represents the average number of mobile website unique visitors for the last three months of the period, calculated as the number of “users,” asmeasured by Google Analytics, who have visited our mobile-optimized website at least once in a given month, averaged over the three-month period.For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.” (4)Represents the average number of unique mobile devices using our mobile app for the last three months of the period, calculated as the number ofunique mobile devices using our mobile app in a given month, averaged over the three-month period. For more information, see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.” (5)Represents the cumulative number of business locations that have been claimed on Yelp worldwide since 2008, as of the period end. We define aclaimed local business location as each business address for which a business representative has visited our website and claimed the free businesslisting page for the business located at that address. For more information, see “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Key Metrics—Claimed Local Business Locations.” 42Table of Contents(6) Represents the number of local business accounts from which we recognized local revenue during the last three months of the period. For moreinformation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Local AdvertisingAccounts.” (7)Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision (benefit) for income taxes,other income (expense), net, interest income, depreciation and amortization, stock-based compensation expense, restructuring and integration costs andcontribution to the Foundation. We believe that adjusted EBITDA provides useful information to investors for understanding and evaluating ouroperating results in the same manner as our management and our board of directors. This non-GAAP information is not necessarily comparable to non-GAAP information of other companies, and should not be viewed as a substitute for, or superior to, net income (loss) prepared in accordance with GAAPas a measure of our profitability or liquidity. Users of this financial information should consider the types of events and transactions for whichadjustments have been made. For more information about adjusted EBITDA, as well as a reconciliation of this non-GAAP financial measure to netincome (loss), see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Financial Measures—Adjusted EBITDA.”43Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidatedfinancial statements and related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect ourplans, estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from thoseanticipated in these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included underPart I, Item 1A and elsewhere in this Annual Report. See “Special Note Regarding Forward-Looking Statements” in this Annual Report.OverviewYelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. Our platform provides value to consumers and businesses alike by connecting consumers with great local businesses at the critical momentwhen they are deciding where to spend their money. Each day, millions of consumers use our platform to find and interact with local businesses, which inturn use our free and paid services to help them engage with consumers. The Yelp Platform, which allows consumers and businesses to transact directly onYelp, provides consumers with a continuous experience from discovery to completion of transactions and local businesses with an additional point ofconsumer engagement.We derive substantially all of our revenue from the sale of advertising products. In the year ended December 31, 2015, our net revenue was $549.7million, which represented an increase of 46% from the year ended December 31, 2014, and we recorded a net loss of $32.9 million and adjusted EBITDA of$69.1 million. In the year ended December 31, 2014, our net revenue was $377.5 million, which represented an increase of 62% from the year endedDecember 31, 2013, and we generated net income of $36.5 million and adjusted EBITDA of $70.9 million.Our success is primarily the result of significant investment in our communities, employees, content, brand and technology. We believe that continuedinvestment in our business provides our largest opportunity for future growth and plan to continue to invest for long-term growth in our key strategies:●Network Effect. We plan to invest in marketing and product development aimed at both attracting more, and increasing the engagement of, consumersas we look to leverage our brand and benefit from network dynamics in Yelp communities. In addition to continuing our efforts to raise brandawareness and expand our communities, we plan to explore new ways for contributors to share content and engage and transact on the Yelp Platform.For example, we plan to continue to invest in our mobile platform, where we find our most engaged users, and to further integrate Eat24 into ourplatform. We believe that expanding our content and developing innovative features, while maintaining a great user experience, will attract newconsumers as well as increase the number of visits and searches per user. ●Enhance Monetization. Our core strength is our local advertising business in the United States. In 2015, we phased out our brand advertising businessto allow us to, among other things, focus on our local business, which has a significant and growing base of revenue. We plan to continue to invest ininitiatives to enhance our opportunity in this area, including by aggressively growing our sales force in order to reach more businesses. We will alsocontinue the expansion of the Yelp Platform, new business owner products and comprehensive tools to measure the effectiveness of our products, aswell as our local business outreach.We expect to continue to invest in capital expenditures in 2016 to support the growth of our business, primarily to increase our office space, upgrade ourtechnology and infrastructure to improve the ability of our platform to handle the projected increase in usage, and enable the release of new features andsolutions. As a result of this investment philosophy, we expect that our operating expenses will continue to increase for the foreseeable future.44Table of ContentsFactors Affecting Our PerformanceTraffic and User Engagement. Changes in consumer traffic, as well as the quality and quantity of contributed content, will affect our revenue andfinancial performance. Traffic to our platform determines the number of ads we are able to show, affects the value of those ads to businesses and influences thecontent creation that drives further traffic; as a result, our ability to grow our business depends on our ability to increase traffic on our platform. Because werely on Internet search engines to drive traffic to our platform, a significant portion of our traffic can be affected by a number of factors, many of which are notin our direct control. Changes in a search engine’s ranking algorithms, methodologies or design layouts may result in links to our website not beingprominent enough to drive traffic to our website and mobile app. For example, in 2014, Google made changes to its algorithms and methodologies that maybe contributing to the slowing of our traffic growth rate and the decline in traffic in the fourth quarter of 2014. Google also recently announced that therankings of sites showing certain types of app install interstitials could be penalized on its mobile search results page. While we believe the type ofinterstitial we currently use will not be penalized, the parameters of Google’s policy may change from time to time, or may be poorly defined orinconsistently interpreted. As a result, Google may unexpectedly penalize our app install interstitials, which may cause links to our website to be featuredless prominently in Google’s mobile search results page, and traffic to both our mobile website and mobile app may be harmed as a result. We cannot predictthe long-term impact of these changes.We also anticipate that our traffic growth will continue to slow over time, and potentially decrease in certain periods, as our business matures and weachieve higher penetration rates. As our traffic growth rate slows, our success will become increasingly dependent on our ability to increase levels of userengagement on our platform. This dependence may increase as the portion of our revenue derived from performance-based advertising increases. If userengagement decreases, our advertisers may stop or reduce the amount of advertising on our platform and our results of operations would be harmed. Inaddition, we also expect the cyclicality and seasonality in our business to become more pronounced as our growth rate slows, including weaker traffic in thefourth quarter of the year.Increasing Mobile Usage. The number of people who access information about local businesses through mobile devices has increased dramatically overthe past few years and is expected to continue to increase. Although many consumers access our platform both on their mobile devices and through personalcomputers, we have seen substantial growth in mobile usage. We anticipate that growth in use of our mobile platform will be the driver of our growth for theforeseeable future and that usage through personal computers will continue to decline worldwide. While we currently deliver advertising on our mobileplatform, the mobile market remains a new and evolving market with which we have limited experience. Our continued success depends on, among otherthings, our efforts to innovate and introduce enhanced mobile products and features. If our efforts to develop compelling mobile advertising products are notsuccessful, advertisers may stop or reduce their advertising with us. At the same time, we must balance advertiser demands against our commitment toprioritizing the quality of user experience over short-term monetization. If we are not able to balance these competing considerations successfully, we maynot be able to generate meaningful revenue from our mobile products despite the expected growth in mobile usage, which would adversely impact ourfinancial performance.Ability to Attract and Retain Local Businesses. Our revenue growth is driven by our ability to attract and retain local business advertisers that purchaseour advertising products. Our largest sales and marketing expenses consist of the costs associated with acquiring local business advertisers. We spent amajority of our sales and marketing expense for 2015 on initiatives related to local business advertiser acquisition and expect to continue to expendsignificant amounts to attract additional local business advertisers. At the same time, our local advertising agreements increasingly provide for performance-based cost-per-click payment terms, which may make it more difficult to forecast local revenue accurately. In addition, our advertisers typically do not havelong-term obligations to purchase our products, and their decisions to renew depend on the degree of satisfaction with our products as well as a number offactors that are outside of our control, including their ability to continue their operations and spending levels. The small and medium-sized businesses onwhich we heavily rely often have limited advertising budgets and may be disproportionately affected by economic downturns. As a result, a worseningeconomic outlook would likely cause businesses to decrease investments in advertising, which could adversely affect our revenue.45Table of ContentsInvestment in Growth. We have invested aggressively in the growth of our platform and intend to continue to invest to support this growth as we expandthe Yelp Platform, grow our communities and local business base, hire additional employees and further develop our technology. We also plan to invest inproduct development as we continue to innovate and introduce new advertising and e-commerce products, explore new platforms and distribution channelsand develop partner arrangements that provide incremental value to our advertisers and business partners to encourage them to increase their advertisingbudgets allocated to our platform. We expect that these investments will increase our operating expenses, and that any increase in revenue resulting fromproduct innovations will likely trail the increase in expenses. For example, in 2015, we launched our first television and digital advertising campaign toincrease consumer awareness of our brand; while we believe these marketing efforts will increase traffic in the longer term, we do not expect the effect to beimmediate. We plan to continue testing various advertising channels in 2016.Community Development. Our long-term growth depends on our ability to successfully develop Yelp communities. It can take years for our platform toachieve a critical mass of consumers and reviews to drive meaningful traction of our advertising products and to begin generating revenue in a particularcommunity. As a result, we may continue to generate losses in new communities for an extended period, and different communities can be expected to growat different rates and generate varying levels of revenue. As with most businesses, we expect our revenue growth to slow as our business matures over time.Local revenue for the oldest cohort of Yelp communities in the United States, which launched in 2005-2006, grew at 30% in 2015 compared to 2014. This islower than the growth rate of local revenue for the 2007-2008 cohort, which grew 35% over the same period. We believe this is indicative of continuedrevenue growth, but slowing revenue growth for more mature communities. In general, the Yelp communities in our earlier U.S. community cohorts are morepopulous than those in later cohorts, and we have already entered many of the largest cities in the United States and Europe. For these and other reasons,launching additional communities may not yield results similar to those of our existing communities, particularly in the United States. As a result, we believethat development of our existing communities currently provides the greatest opportunity for growth, and plan to focus our community development effortson existing communities in 2016.Acquisitions. As part of our business strategy, we may determine to expand our product offerings and grow our business through the acquisition ofcomplementary businesses or technologies. For example, in February 2015, we acquired Eat24, a leading web and app-based food ordering service, to drivedaily engagement in our restaurant vertical and provide the opportunity to expand Eat24’s services to all the restaurants listed on our platform. Ouracquisitions will affect our future financial results due to factors such as the amortization of acquired intangible assets.Key MetricsWe regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends in ourbusiness, prepare financial projections and make strategic decisions. Unless otherwise stated, these metrics do not include Eat24 metrics.ReviewsNumber of reviews represents the cumulative number of reviews submitted to Yelp since inception, as of the period end, including reviews that were notrecommended or had been removed from our platform. In addition to the text of the review, each review includes a rating of one to five stars. We includereviews that are not recommended and that have been removed because all of them are either currently accessible on our platform or were accessible at somepoint in time, providing information that may be useful to users to evaluate businesses and individual reviewers. Because our automated recommendationsoftware continually reassesses which reviews to recommend based on new information that becomes available, the “recommended” or “not recommended”status of reviews may change over time. Reviews that are not recommended or that have been removed do not factor into a business’s overall star rating. Byclicking on a link on a reviewed business’s page on our website, users can access the reviews that are not recommended for the business, as well as the starrating and other information about reviews that were removed for violation of our terms of service.46Table of ContentsAs of December 31, 2015, approximately 88.7 million reviews were available on business listing pages, including approximately 20.7 million reviewsthat were not recommended, and 6.5 million reviews had been removed from our platform, either by us for violation of our terms of service or by the userswho contributed them. The following table presents the number of cumulative reviews as of the dates indicated: As of December 31, 2015 2014 2013(in thousands)Reviews95,21071,23252,757TrafficTraffic to our website and mobile app has three components: visitors to our non-mobile optimized website (our “desktop website”), visitors to our mobile-optimized website (our “mobile website”) and mobile devices accessing our unique app devices. We use the following metrics to measure each of these trafficstreams.Desktop and Mobile Website Unique Visitors. We calculate desktop unique visitors as the number of “users,” as measured by Google Analytics, who havevisited our desktop website at least once in a given month, averaged over a given three-month period. Similarly, we calculate mobile website unique visitorsas the number of “users” who have visited our mobile website at least once in a given month, averaged over a given three-month period.Google Analytics, a product from Google Inc. that provides digital marketing intelligence, measures “users” based on unique cookie identifiers. Becausethe numbers of desktop unique visitors and mobile web unique visitors are therefore based on unique cookies, an individual who accesses our desktopwebsite or mobile website from multiple devices with different cookies may be counted as multiple desktop unique visitors or mobile web unique visitors, asapplicable, and multiple individuals who access our desktop website or mobile website from a shared device with a single cookie may be counted as a singledesktop unique visitor or mobile web unique visitor.Unique App Devices. We calculate unique app devices as the number of unique mobile devices using our mobile app in a given month, averaged over agiven three-month period. Under this method of calculation, an individual who accesses our mobile app from multiple mobile devices will be counted asmultiple unique app devices. Multiple individuals who access our mobile app from a shared device will be counted as a single unique app device.The following table presents our traffic for the periods indicated: Three Months Ended December 31, 2015 2014 2013(in thousands)Desktop Unique Visitors74,60777,62877,713Mobile Web Unique Visitors65,86057,77042,292Unique App Devices20,00614,54110,613We anticipate that our mobile traffic will be the driver of our growth for the foreseeable future and that usage of our desktop website will continue todecline worldwide.47Table of ContentsClaimed Local Business LocationsThe number of claimed local business locations represents the cumulative number of business locations that have been claimed on Yelp worldwide since2008, as of a given date. We define a claimed local business location as each business address for which a business representative has visited our website andclaimed the free business listing page for the business located at that address. The following table presents the number of cumulative claimed local businesslocations as of the dates presented: As of December 31, 2015 2014 2013(in thousands)Claimed Local Business Locations2,6482,0291,488Local Advertising AccountsLocal advertising accounts comprise all local business accounts from which we recognize local revenue in a given three-month period. The followingtable presents the number of local advertising accounts during the periods presented: Three Months Ended December 31, 2015 2014 2013(in thousands)Local Advertising Accounts1118454Non-GAAP Financial MeasuresOur consolidated financial statements are prepared in accordance with GAAP. However, we have also disclosed in this Annual Report adjusted EBITDAand non-GAAP net income, which are non-GAAP financial measures. We have included adjusted EBITDA and non-GAAP net income because they are keymeasures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve ourannual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA andnon-GAAP net income can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that adjusted EBITDAand non-GAAP net income provide useful information to investors and others in understanding and evaluating our operating results in the same manner asour management and board of directors.Adjusted EBITDA and non-GAAP net income have limitations as analytical tools, and you should not consider them in isolation or as substitutes foranalysis of our results as reported under GAAP. In particular, adjusted EBITDA and non-GAAP net income should not be viewed as substitutes for, or superiorto, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:●although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, andadjusted EBITDA and non-GAAP net income do not reflect cash capital expenditure requirements for such replacements or for new capital expenditurerequirements; ●adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ●adjusted EBITDA and non-GAAP net income do not consider the potentially dilutive impact of equity-based compensation; ●adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and ●other companies, including companies in our industry, may calculate adjusted EBITDA and non-GAAP net income differently, which reduces theirusefulness as comparative measures.48Table of ContentsBecause of these limitations, you should consider adjusted EBITDA and non-GAAP net income alongside other financial performance measures,including various cash flow metrics, net income (loss) and our other GAAP results. The tables below present reconciliations of adjusted EBITDA and non-GAAP net income to net income (loss), the most directly comparable GAAP financial measure in each case, for each of the periods indicated:Adjusted EBITDAAdjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision (benefit) for income taxes; otherincome (expense), net; depreciation and amortization; stock-based compensation expense; restructuring and integration costs; and our contribution to theFoundation in the quarter ended December 31, 2011. Adjusted EBITDA for the year ended December 31, 2015 was $69.1 million. The following is areconciliation of adjusted EBITDA to net income (loss):Year Ended December 31, 2015 2014 2013 2012 2011(in thousands)Reconciliation of Adjusted EBITDA to GAAP Net Income (Loss):Net income (loss)$ (32,900)$ 36,473$ (10,068)$ (19,113)$ (16,668)(Benefit) Provision for income taxes11,962(25,193)838122102Other (income) expense, net(386)(221)407226395Depreciation and amortization29,60417,59011,4557,2234,238Stock-based compensation60,84242,27326,12214,8784,877Restructuring and integration costs(1)--6751,262-Contribution to Yelp Foundation----5,928Adjusted EBITDA$69,122$70,922$29,429$4,598$(1,128)(1) Restructuring and integration includes $0.6 million in stock-based compensation expense for the year ended December 31, 2013.Non-GAAP Net IncomeNon-GAAP net income is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: stock-based compensation expense;amortization of intangibles; the tax effect of stock-based compensation and amortization of intangibles; and the release of valuation allowance (net of tax).Non-GAAP net income for the year ended December 31, 2015 was $28.9 million. The following is a reconciliation of non-GAAP net income to net income(loss):Year Ended December 31, 2015(in thousands)Reconciliation of Non-GAAP Net Income to GAAP Net Income (Loss):Net income (loss)$ (32,900)Stock-based compensation60,842Amortization of intangible assets6,475Tax effect of stock-based compensation and amortization of intangibles(25,853)Valuation allowance release (net of tax)20,341 Non-GAAP net income$28,905Critical Accounting Policies and EstimatesOur consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us tomake estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimatesand assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and various other assumptions that we believe to bereasonable under the circumstances. Our actual results could differ from those estimates.We believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs, businesscombinations, income taxes and stock-based compensation expense have the greatest potential impact on our consolidated financial statements. Therefore,we consider these to be our critical accounting policies and estimates. For further information on these and our other significant accounting policies, see Note2 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report.49Table of ContentsResults of OperationsThe following tables set forth our results of operations for the periods indicated as a percentage of net revenue for those periods. The period-to-periodcomparison of financial results is not necessarily indicative of future results.Year Ended December 31, 2015 2014 2013(as a percentage of net revenue)Consolidated Statements of Operations Data:Net revenue by product Local82%85%83% Transactions8%1%2% Brand advertising6%9%12% Other services4%5%3% Total net revenue 100% 100% 100% Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below)9%6%7% Sales and marketing55%53%57% Product development20%17%16% General and administrative15%15%18% Depreciation and amortization5%5%5%Total costs and expenses104%97%104% Income (Loss) from operations(4%)3%(4%)Other income (expense), net0%0%0%Income (Loss) before income taxes(4%)3%(4%)Benefit (Provision) for income taxes(2%)7%(0%)Net income (loss)(6%)10%(4%)Years Ended December 31, 2015, 2014 and 2013Net RevenueWe generate revenue from our local products, transactions, other services and, through the end of 2015, brand advertising.Local. We generate local revenue from our local advertising programs, including enhanced listing pages and performance and impression-basedadvertising in search results and elsewhere on our website and mobile app. We also generate local revenue from our SeatMe reservation product, a monthlysubscription service.50Table of ContentsTransactions. We generate revenue from various transactions with consumers, including through Eat24, Platform transactions and the sale of Yelp Dealsand Gift Certificates. Our Eat24 business generates revenue through arrangements with restaurants, in which restaurants pay a commission percentage fee onorders placed through Eat24’s platform. We record revenue associated with Eat24’s transactions on a net basis. Our Platform partnerships are revenue-sharingarrangements that provide consumers with the ability to complete food delivery transactions, order flowers and book spa and salon appointments, amongothers, through third parties directly on Yelp. We earn a fee on our Platform partnerships for acting as an agent for these transactions, which we record on a netbasis and include in revenue upon completion of a transaction. Yelp Deals allow merchants to promote themselves and offer discounted goods and serviceson a real-time basis to consumers directly on our website and mobile app. We earn a fee on Yelp Deals for acting as an agent in these transactions, which werecord on a net basis and include in revenue upon a consumer’s purchase of a deal. Gift Certificates allow merchants to sell full-priced gift certificates directlyto consumers through their business listing pages. We earn a fee based on the amount of the Gift Certificate sold, which we record on a net basis and includein revenue upon a consumer’s purchase of the Gift Certificate.Prior to the three months ended June 30, 2015, we included revenue from transactions with other services revenue; however, we have presentedtransactions revenue for earlier periods separately in the tables and discussion below for purposes of comparison.Brand Advertising. Through the end of 2015, we generated revenue from brand advertising through the sale of display advertisements and brandsponsorships to national brands. We phased out these products over the second half of 2015 to focus on our core strength of local advertising.Other Services. We generate revenue through partner arrangements and monetization of remnant advertising inventory through third-party ad networks.Our partner arrangements include allowing third-party data providers to update business listing information on behalf of businesses and resale of our localadvertising products by certain partners.The following table provides a breakdown of our net revenue for the periods indicated.2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)Net revenue by product: Local$ 448,236$ 319,137$ 192,98340%65% Transactions43,8545,2473,879 736%35% Brand advertising31,01234,48227,960-10%23% Other services26,60918,6708,16643% 129% Total net revenue$549,711$377,536$232,98846%62% Percentage of total net revenue by product: Local82%85%83% Transactions8%1%2% Brand advertising6%9%12% Other services4%5%3% Total net revenue100%100%100%During 2015, 2014 and 2013, we focused on revenue growth related to our local advertiser customer base. Total net revenue increased $172.2 million, or46%, in 2015 compared to 2014, and $144.5 million, or 62%, in 2014 compared to 2013.51Table of ContentsOur local revenue increased $129.1 million, or 40%, in 2015 compared to 2014, and $126.2 million, or 65%, in 2014 compared to 2013. The increase inboth years was primarily due to a significant increase in the number of customers purchasing local advertising products as we expanded our sales force toreach more businesses. This growth was driven primarily by purchases of cost-per-click advertising in 2015, and by purchases of cost-per-impressionadvertising products in 2014. Revenue from cost-per-click advertisers increased from 24% of local revenue in 2014 to 50% in 2015. In 2015, 63% of clickswere delivered on mobile compared to 54% in 2014.Our transactions revenue increased $38.6 million, or 736%, in 2015 compared to 2014. The increase in 2015 was primarily the result of revenue fromEat24, which we acquired in February 2015.Our brand revenue decreased $3.5 million, or 10%, in 2015 compared to 2014, and increased $6.5 million, or 23%, in 2014 compared to 2013. Thedecrease in 2015 was primarily due to a decrease in the number of brand advertisers and our phase out of our brand advertising products. The increase in 2014was primarily due to an increase in the average spend per brand advertiser, driven largely by increased advertising impressions per brand advertiser. As of thebeginning of 2016, we no longer offer brand advertising products.Our other services revenue increased $7.9 million, or 43%, in 2015 compared to 2014, and $10.5 million, or 129%, in 2014 compared to 2013. Theincreases in both years were primarily due to increases in revenue from added partnership arrangements and sales of remnant advertising inventory.Cost of RevenueOur cost of revenue consists primarily of network costs, credit card processing fees and web hosting, as well as salaries, benefits and stock-basedcompensation expense for our infrastructure teams related to operating our website and mobile app. It also includes costs associated with video productionand creative design for brand advertising.2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)Cost of revenue$ 51,015$ 24,382$ 16,561109%47%Percentage of net revenue9%6%7%Cost of revenue increased $26.6 million, or 109%, in 2015 compared to 2014, and $7.8 million, or 47%, in 2014 compared to 2013. The increases in2015 and 2014 were primarily attributable to increases of $11.8 million and $4.3 million, respectively, in outside hosting and Internet service fees, which arenecessary to support the increase in visitors to our website and transactions completed on our website. Set up costs, including video production, for activelocal business listing pages also increased by $0.3 million and $0.4 million in 2015 and 2014, respectively, due to increased demand by local businesses forvideo on their business listing pages. Expenses related to creative design for brand and local advertising customers also increased by $2.2 million and $0.7million in 2015 and 2014, respectively, and we added personnel to support our website infrastructure resulting in increases of $0.3 million and $0.4 millionin 2015 and 2014, respectively. In addition, merchant fees related to credit card transactions increased by $9.1 million and $2.0 million in 2015 and 2014,respectively. The increase in 2015 was primarily due to the acquisition of Eat24 in February 2015 combined with the growth in local revenue. Cost ofrevenue also increased by $2.9 million in 2015 compared to 2014 as a result of third-party food delivery related costs associated with Eat24.52Table of ContentsSales and MarketingOur sales and marketing expenses primarily consist of salaries, benefits, travel expense and incentive compensation expense, including stock-basedcompensation expense, for our sales and marketing employees. In addition, sales and marketing expenses include business acquisition marketing, communitymanagement, branding and advertising costs, as well as allocated facilities, insurance, business taxes and other supporting overhead costs. Our focus to datehas been on organic and viral growth driven by the community development efforts of our community management team, which is responsible for growingand fostering local communities, as well as coordinating events to raise awareness of our brand. As a result, we historically incurred minimal sales andmarketing expenses to acquire organic traffic to our platform. However, we launched our first television advertising campaign in 2015, and plan to continueinvesting in various advertising channels in 2016.We expect our community management costs to increase as we continue to expand our communities. We expect our sales and marketing expenses toincrease as we develop our communities, increase the number of local advertising accounts and continue to build our brand. The majority of these expenseswill be related to hiring sales employees and Community Managers, as well as costs incurred with various third party media outlets and other advertisingchannels. We expect sales and marketing expenses to increase and to be our largest expense for the foreseeable future.2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)Sales and marketing$ 301,764$ 201,050$ 131,97050%52%Percentage of net revenue55%53%57%Sales and marketing expenses increased $100.7 million, or 50%, in 2015 compared 2014, and $69.1 million, or 52%, in 2014 compared to 2013. Theincreases in 2015 and 2014 were primarily attributable to the additional salaries, benefits, travel and other related expenses resulting from increasedheadcount of $57.1 million and $42.9 million, respectively, including increases in stock-based compensation expense of $6.9 million and $5.0 million,respectively, as we expanded our sales organization to take advantage of the market opportunity created by increased recognition of the value of ouradvertising products and increased use of our free online business accounts. As a result of our increases in net revenue, our commission expenses increased$2.7 million and $5.2 million in 2015 and 2014, respectively. In addition, we experienced increases in facilities, insurance, business taxes and other relatedallocations of $17.1 million and $11.8 million in 2015 and 2014, respectively. As a result of new marketing campaigns, including those of Eat24 in 2015,domestic and international marketing and advertising costs increased by $23.8 million and $9.2 million in 2015 and 2014, respectively.Product DevelopmentOur product development expenses primarily consist of salaries (including employer payroll taxes), various benefits, travel expense and stock-basedcompensation expense for our engineers, product management and information technology personnel. Product development expenses also include outsideservices and consulting, allocated facilities, insurance, business taxes and other supporting overhead costs. We believe that continued investment in features,software development tools and code modification is important to attaining our strategic objectives and, as a result, we expect product development expensesto increase for the foreseeable future.53Table of Contents2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)Product development$ 107,786$ 65,181$ 38,24365%70%Percentage of net revenue20%17%16%Product development expenses increased $42.6 million, or 65%, in 2015 compared to 2014, and $26.9 million, or 70%, in 2014 compared to 2013. Theseincreases were primarily attributable to the additional salaries, benefits, travel and related expenses associated with headcount increases of $35.2 million and$24.9 million in 2015 and 2014, respectively, including increases in stock-based compensation expense of $9.5 million and $8.5 million, respectively. Inaddition, we experienced increases in facilities, insurance, business taxes and other related allocations of $5.8 million and $2.5 million in 2015 and 2014,respectively, as a result of the increases in headcount. In 2015, use of outside consultants increased by $1.6 million as we continued to invest in addingfeatures and functionality to our website and mobile app. In 2014, use of outside consultants decreased by $0.5 million.General and AdministrativeOur general and administrative expenses primarily consist of salaries (including employer payroll taxes), various benefits, travel expense and stock-basedcompensation expense for our executive, finance, user operations, legal, human resources and other administrative employees. Our general and administrativeexpenses also include outside consulting, legal and accounting services, as well as facilities, insurance, business taxes and other supporting overhead costsnot allocated to other departments. We expect our general and administrative expenses to increase for the foreseeable future as we continue to expand ourbusiness.2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)General and administrative$ 80,866$ 58,274$ 42,90739%36%Percentage of net revenue15%15%18%General and administrative expenses increased $22.6 million, or 39%, in 2015 compared to 2014, and $15.4 million, or 36%, in 2014 compared to 2013.These increases were primarily attributable to the additional salaries resulting from increased headcount of $11.7 million and $8.3 million in 2015 and 2014,respectively, including increases in stock-based compensation expense of $2.6 million and $2.3 million, respectively. Additionally, we invested in oursystems and support for the growth of the business through the use of outside consultants, which contributed to the increases by $4.7 million and $2.4million in 2015 and 2014, respectively. We also experienced increases in facilities, insurance, business taxes and other related allocations of $2.3 million and$1.6 million in 2015 and 2014, respectively, and increases in bad debt expense of $3.9 million and $3.1 million, respectively.54Table of ContentsDepreciation and AmortizationDepreciation and amortization expenses primarily consist of depreciation on computer equipment, software, leasehold improvements, capitalized websiteand software development costs and amortization of purchased intangible assets. We expect depreciation and amortization expenses to increase for theforeseeable future as we continue to expand our technology infrastructure.2014 to2013 to 2015 %2014 %Year Ended December 31, Change Change2015 2014 2013 (dollars in thousands)Depreciation and amortization$ 29,604$ 17,590$ 11,45568%54%Percentage of net revenue5%5%5%Depreciation and amortization expenses increased $12.0 million, or 68%, in 2015 compared to 2014, and $6.1 million, or 54%, in 2014 compared to2013. These increases were primarily the result of our investments in expanding our technology infrastructure and capital assets to support our increase inheadcount across the organization. Depreciation and amortization expenses related to our fixed assets and capitalized website and software developmentcosts increased $8.0 million and $5.9 million in 2015 and 2014, respectively. In addition, amortization related to our intangibles increased by $4.0 millionand $0.2 million in 2015 and 2014, respectively, with the increase in 2015 primarily due to the intangibles acquired in the Eat24 acquisition.Restructuring and IntegrationYear Ended December 31, 2015 2014 2013(in thousands)Restructuring and integration$ —$ —$ 675In 2015 and 2014, we incurred zero restructuring and integration costs compared to $0.7 million in 2013.In 2013, following the acquisition of Qype GmbH in October 2012, we announced our plan to reduce the size of the Qype workforce. This action wastaken in order to reduce our cost structure, enhance operating efficiencies and strengthen our business to achieve long-term profitable growth. We incurredrestructuring charges of $0.7 million in 2013 as a result of this plan. The restructuring was completed during 2013.55Table of ContentsOther Income (Expense), NetOther income (expense), net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, gains and losses onthe disposal of assets and foreign exchange gains and losses. Year Ended December 31,2015 2014 2013(in thousands)Net interest income$ 622$ 375$ 62Transaction losses on foreign exchange(687)(121)(251)Other non-operating income (loss), net451(33)(218) Total other income (expense), net$386$221$(407)In 2015, other income (expense), net increased by $0.2 million, driven by an increase in interest income related to marketable securities. This was offsetby increased foreign exchange losses, due to unfavorable foreign exchange rate movements during 2015. The increase in other non-operating income isprimarily due to the release of cash in escrow relating to our acquisition of Qype.In 2014, other income (expense), net increased by $0.6 million, driven primarily by an increase in interest income related to marketable securities. Inaddition, there was a decrease in foreign exchange losses due to favorable foreign currency exchange rates during 2014.Benefit (Provision) for Income TaxesBenefit (provision) for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions,deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes, and the realization of net operating loss carryforwards.Year Ended December 31, 2015 2014 2013(in thousands)Benefit (Provision) for income taxes$ (11,962)$ 25,193$ (838)In 2015, we recognized tax expense of $12.0 million that primarily consisted of U.S. federal, state and local income tax benefits on a year-to-date pre-taxloss, as well as discrete benefits related to disqualifying dispositions of incentive stock options and shares purchased under our 2012 Employee StockPurchase Plan, or ESPP, offset by the recording of a valuation allowance on certain U.S. federal, state and local deferred tax assets. Income tax expenseincreased $37.2 million in 2015 compared to 2014 primarily due to the valuation allowance recorded in 2015 against certain deferred tax assets and releaseof valuation allowance in 2014. Income tax expense decreased $26.0 million in 2014 compared to 2013 primarily due to the release of the valuationallowance previously recorded against certain deferred tax assets.56Table of ContentsQuarterly Results of Operations and Other DataThe following tables set forth our unaudited quarterly consolidated statements of operations data and our consolidated statements of operations data as apercentage of net revenue for each of the eight quarters in the period ended December 31, 2015. We also present other financial and operational data and areconciliation of net income (loss) to adjusted EBITDA. We have prepared this quarterly data on a consistent basis with the audited consolidated financialstatements included in this Annual Report. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consistingonly of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with the audited financialstatements and related notes included elsewhere in this Annual Report. The results of historical periods are not necessarily indicative of the results ofoperations for any future period.Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2015 2015 2015 2015 2014 2014 2014 2014(dollars in thousands, except per share data)Consolidated Statements ofOperations Data:Net revenue by product Local125,852115,932107,88298,57093,12585,13275,68565,195 Transactions13,97111,97311,3046,6061,4171,3381,2281,264 Brand advertising7,1048,9788,3036,6278,6539,3189,0557,455 Other services6,8046,6766,4246,7056,6926,6672,8192,493Total net revenue 153,731 143,559 133,913 118,508 109,887 102,455 88,787 76,407 Costs and expenses:Cost of revenue (exclusive of depreciationand amortization shown separately below)(1)15,00014,25913,0578,6997,2866,1745,8455,077Sales and marketing(1)87,53582,94968,01463,26653,58054,55147,79845,121Product development(1)28,97028,51126,34523,96019,07617,39714,72613,982General and administrative(1)20,65920,99019,28019,93716,66215,18513,25713,170Depreciation and amortization7,9807,5627,1676,8955,2914,6044,0343,661Total costs and expenses160,144154,271133,863122,757101,89597,91185,66081,011 Income (Loss) from operations(6,413)(10,712)50(4,249)7,9924,5443,127(4,604)Other income (expense), net40(545)32956238200(15)(2) Income (Loss) before income taxes(6,373)(11,257)379(3,687)8,0304,7443,112(4,606)Benefit (Provision) for income taxes(15,856)3,175(1,684)2,40324,698(1,107)(369)1,971Net income (loss) attributable tocommon stockholders (Class A and B)(22,229)(8,082)(1,305)(1,284)32,7283,6372,743(2,635) Net income (loss) per share attributableto common stockholders (Class A and B):Basic(0.29)(0.11)(0.02)(0.02)0.450.050.04(0.04)Diluted(0.29)(0.11)(0.02)(0.02)0.420.050.04(0.04) Weighted-average shares used to compute net income (loss)per share attributable to common stockholders (Class A and B):Basic75,37275,01974,63173,68472,64572,19571,71471,171Diluted75,37275,01974,63173,68477,21177,29677,05671,17157Table of Contents(1) Includes non-cash stock-based compensation expense as follows:Stock-based compensation Cost of revenue336435222124207253119150 Sales and marketing5,8035,5685,6544,9374,0383,9113,7373,397 Product development6,3145,9476,0655,1054,5083,8073,4473,042 General and administrative3,5193,7333,5753,5053,0632,9472,7802,867Total stock-based compensation 15,972 15,683 15,516 13,671 11,816 10,918 10,083 9,456Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2015 2015 2015 2015 2014 2014 2014 2014(dollars in thousands, except per share data)Consolidated Statements of Operations Data:Net revenue by productLocal82%81%81%83%85%83%85%85%Transactions9%8%8%5%1%1%1%2%Brand advertising5%6%6%6%8%9%10%10%Other services4%5%5%6%6%7%4%3%Total net revenue 100% 100% 100% 100% 100% 100%100% 100% Costs and expenses: Cost of revenue (exclusive of depreciation and10%10%10%7%7%6%7%7% amortization shown separately below)Sales and marketing57%58%51%53%49%53%54%59%Product development19%20%20%20%17%17%17%18%General and administrative13%15%14%17%15%15%15%17%Depreciation and amortization5%5%5%6%5%4%5%5%Total costs and expenses104%108%100%104%93%96%96%106% Income (Loss) from operations(4%)(8%)0%(4%)7%4%4%(6%)Other income (expense), net0%(0%)0%0%0%0%(0%)(0%)Income (Loss) before income taxes(4%)(8%)0%(3%)7%5%4%(6%)Benefit (Provision) for income taxes(10%)2%(1%)2%22%(1%)(0%)3%Net income (loss)(14%)(6%)(1%)(1%)30%4%3%(3%)58Table of ContentsQuarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2015 2015 2015 2015 2014 2014 2014 2014(dollars in thousands, except per share data)Other Financial and Operational Data(1) :Reviews95,21089,63583,10277,34671,23266,59261,34256,905Desktop Unique Visitors74,60778,90179,17579,54377,62880,46881,88482,211Mobile Web Unique Visitors65,86069,11764,71562,92357,77058,94955,87750,249Unique App Devices20,00620,12118,09716,03914,54114,49112,00910,941Claimed Local Business Locations2,6482,5032,3492,1932,0291,8861,7511,623Local Advertising Accounts111104979084776963Adjusted EBITDA17,53912,53322,73316,31725,09920,06617,2448,513(1) For information on how we define these operational and other metrics, see “—Key Metrics.” The following table presents a reconciliation of adjusted EBITDA to net income (loss).Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2015 2015 2015 2015 2014 2014 2014 2014(dollars in thousands, except per share data)Reconciliation of adjusted EBITDA to net income (loss):Net income (loss)(22,229)(8,082)(1,305)(1,284)32,7283,6372,743(2,635)(Benefit) Provisions for income taxes15,856(3,175)1,684(2,403)(24,698)1,107369(1,971)Other (income) expense, net(40)545(329)(562)(38)(200)152Depreciation and amortization7,9807,5627,1676,8955,2914,6044,0343,661Stock-based compensation15,97215,68315,51613,67111,81610,91810,0839,456Adjusted EBITDA 17,539 12,533 22,733 16,317 25,099 20,066 17,244 8,513Liquidity and Capital ResourcesAs of December 31, 2015, we had cash and cash equivalents of $171.6 million. Cash and cash equivalents consist of both cash and money market funds.Our cash held internationally as of December 31, 2015 was $5.1 million. We did not have any outstanding bank loans or credit facilities in place as ofDecember 31, 2015. Our investment portfolio is comprised of highly rated marketable securities, and our investment policy limits the amount of creditexposure to any one issuer. The policy generally requires securities to be investment grade (i.e. rated ‘A’ or higher by bond rating firms) with the objective ofminimizing the potential risk of principal loss. To date, we have been able to finance our operations and our acquisitions through proceeds from private andpublic financings, including our initial public offering in March 2012, our follow-on offering in October 2013, cash generated from operations and, to alesser extent, cash provided by the exercise of employee stock options and purchases under our ESPP.Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in thisAnnual Report. We believe that our existing cash and cash equivalents, together with any cash generated from operations, will be sufficient to meet ourworking capital requirements and anticipated purchases of property and equipment for at least the next 12 months. However, this estimate is based on anumber of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated. We mayrequire or otherwise seek additional funds in the next 12 months to respond to business challenges, including the need to develop new features and productsor enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies, and, accordingly, we may need toengage in equity or debt financings to secure additional funds.59Table of ContentsAmounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor ProtectionCorporation insurance limits, as applicable. These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected toother adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we canprovide no assurances that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.Cash FlowsThe following table summarizes our cash flows for the periods indicated:Year Ended December 31, 2015 2014 2013(in thousands)Consolidated Statements of Cash Flows Data:Purchases of property and equipment (31,127)$ (29,054)$ (16,243)Depreciation and amortization29,60417,59011,455Cash provided by operating activities57,36257,93221,432Cash used in investing activities(158,682)(228,674)(18,827)Cash provided by financing activities26,44229,549291,720Operating Activities. We generated $57.4 million of cash in operating activities in the year ended December 31, 2015, primarily resulting from our netloss of $32.9 million, which included non-cash depreciation and amortization expenses of $29.6 million, non-cash stock-based compensation expense of$60.8 million, non-cash provision for doubtful accounts of $16.8 million and a $20.3 million expense related to a valuation allowance recorded againstcertain domestic and foreign deferred tax assets. In addition, significant changes in our operating assets and liabilities resulted from the following:●increase in accounts receivable of $25.3 million due to an increase in billings for local advertising plans, as well as the timing of payments from thesecustomers; ●increase in accounts payable, accrued expenses and other liabilities of $15.9 million related to the growth in our business, increase in Eat24 restaurantpayable, accrued vacation and employee-related expenses, and the timing of invoices and payments to vendors; and ●increase in prepaids and other assets of $22.7 million relating to an increase in prepayments (primarily for marketing and business licenses) anddeferred tax benefits.We generated $57.9 million of cash in operating activities in the year ended December 31, 2014, primarily resulting from our net income of $36.5million, which included non-cash depreciation and amortization expenses of $17.6 million, non-cash stock-based compensation expense of $42.3 million,non-cash provision for doubtful accounts of $7.2 million and a $28.2 million increase related to our release of valuation allowance previously recordedagainst certain domestic and foreign deferred tax assets. In addition, significant changes in our operating assets and liabilities resulted from the following:●increase in accounts receivable of $21.3 million due to an increase in billings for local advertising plans and brand advertising campaigns, as well asthe timing of payments from these customers; ●increase in accounts payable, accrued expenses and other liabilities of $8.9 million relating to the growth in our business and the increase in accruedvacation and employee-related expenses, accrued cost of sales, deferred rent for new facilities, and timing of invoices and payments to vendors; and ●increase in prepaids and other assets of $4.0 million relating to the increase in prepaid payroll bonuses, prepaid cost of sales and amounts due fromothers.60Table of ContentsWe generated $21.4 million of cash from operating activities in the year ended December 31, 2013, primarily resulting from our net loss of $10.1 million,offset by non-cash stock-based compensation expense of $26.7 million, non-cash depreciation and amortization expense of $11.5 million, an increase inexcess tax benefit from the exercise of stock-based award activity of $0.4 million, which is reclassified as a financing activity, and non-cash provision fordoubtful accounts of $3.3 million. In addition, significant changes in our operating assets and liabilities resulted from the following:●increase in accounts receivable of $12.8 million due to an increase in billings for local advertising plans and brand advertising campaigns, as well astiming of payments from these customers; ●increase in accounts payable, accrued expenses and other liabilities of $5.0 million relating to the growth in the business and, more specifically, theincrease in accrued vacation and employee-related expenses, deferred rent for new facilities, as well as timing of invoices and payments to vendors;and ●increase in prepaids and other assets of $1.6 million relating to the increase in value added tax due from taxing authorities, an increase in deferred taxassets, prepaid business data and prepaid rent for our facilities.Investing Activities. Our primary investing activities in the year ended December 31, 2015 consisted of an acquisition, purchases of marketable securities,purchases of property and equipment to support the ongoing build out of our leasehold improvements for our new facilities in San Francisco and otherlocations, the purchase of technology hardware to support our growth in headcount and software to support website and mobile app development, websiteoperations and our corporate infrastructure. Purchases of property and equipment, as well as leasehold improvements, may vary from period to period due tothe timing of the expansion of our offices, operations and website and internal-use software and development. We expect to continue to invest in propertyand equipment, leaseholds and the development of software in 2016.We used $158.7 million of cash in investing activities during the year ended December 31, 2015. Cash used in investing activities primarily related to the$73.4 million cash portion of the purchase price of Eat24, purchases of marketable securities of $246.2 million, an increase in expenditures related to websiteand internally developed software of $11.7 million, purchases of intangible data licenses of $0.6 million and purchases of property, equipment, software andleasehold improvements of $31.1 million to support the growth in our business. Cash used in investing was offset by $202.9 million of maturities ofinvestment securities held-to-maturity and the release of restrictions on cash of $1.4 million.We used $228.7 million of cash in investing activities during the year ended December 31, 2014, including $14.3 million net of cash received related toacquisitions during the year. Other cash used in investing activities primarily related to purchases of marketable securities of $210.5 million, as well as anincrease in expenditures related to website and internally developed software of $11.3 million, purchases of perpetual data licenses of $1.7 million andpurchases of property, equipment, software and leasehold improvements of $29.1 million to support the growth in our business and an increase in restrictedcash of $14.8 million associated with letters of credit in connection with leased office space. Cash used in investing was offset by $53.0 million of maturitiesof investment securities held to maturity.We used $18.8 million in investing activities during the year ended December 31, 2013, including $2.1 million net of cash received related to theacquisition of SeatMe. In addition, we used $16.2 million for purchases of property, equipment and software and incurred expenditures of $4.9 million forcapitalized website and software development costs. Cash used in investing was offset by $1.2 million of cash released from escrow related to the Qypeacquisition, recorded as a measurement period adjustment to the initial fair value of the acquired assets and liabilities. Cash used in investing was also offsetby a decrease in the required amount of letters of credit in connection with the lease for our San Francisco headquarters, which resulted in a decrease of $3.2million in restricted cash.Financing Activities. During the year ended December 31, 2015, we generated $26.4 million in financing activities, primarily due to net proceeds of$12.3 million from the issuance of common stock upon the exercise of stock options, $8.9 million in net proceeds from the sale of stock under our ESPP and$6.6 million in excess tax benefits from stock-based award activity.During the year ended December 31, 2014, we generated $29.5 million in financing activities, primarily due to net proceeds of $20.2 million from theissuance of common stock upon the exercise of stock options and $8.9 million in net proceeds from the sale of stock under our ESPP.61Table of ContentsWe generated $291.7 million of cash from financing activities during the year ended December 31, 2013. We received $276.5 million in proceeds fromour follow-on offering, net of $12.4 million in total offering expenses, including underwriter commission and discounts associated with the transaction. Wealso generated $13.5 million in net proceeds from the issuance of common stock related to the exercise of stock options, an increase of $0.4 million in excesstax benefits from the exercise of stock options and $2.0 million in net proceeds from the sale of stock under our ESPP.Off Balance Sheet ArrangementsWe did not have any off balance sheet arrangements in 2015, 2014 or 2013.Contractual ObligationsWe lease various office facilities, including our corporate headquarters in San Francisco, California, under operating lease agreements that expire from2016 to 2025. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over thelease periods. We do not have any debt or material capital lease obligations, and all of our property, equipment and software have been purchased with cash.As of December 31, 2015, we had no material long-term purchase obligations outstanding with vendors or third parties other than obligations related to thefit out of certain leasehold properties. As of December 31, 2015, the following table summarizes our future minimum payments under non-cancelableoperating leases for equipment and office facilities:Payments Due by Period Total Less Than 1 Year 1 – 3 Years 3 – 5 Years More Than 5 Years(in thousands) Operating lease obligations$ 336,578$34,542$127,735$81,571$92,730 Leasehold improvement obligations $4,767 $4,767 $— $— $—The contractual commitment amounts in the table above are associated with binding agreements and do not include obligations under contracts that wecan cancel without a significant penalty. In addition, as of December 31, 2015, our total liability for uncertain tax positions was $0.6 million of the totalunrecognized benefit of $5.0 million. We are not reasonably able to estimate the timing of future cash flow related to this liability. As a result, this amount isnot included in the contractual obligations table above.We have subleased certain office facilities under operating lease agreements that expire in 2021. The terms of these lease agreements provide for rentalreceipts on a graduated basis. We recognize sublease rentals on a straight-line basis over the lease periods reflected as a reduction in rental expense. As ofDecember 31, 2015, our future minimum rental receipts to be received under non-cancelable subleases was $10.2 million.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of business. These risksinclude primarily interest rate, foreign exchange risks and inflation.Interest Rate FluctuationThe primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk.Our cash and cash equivalents consist of cash and money market funds. We do not have any long-term borrowings. Because our cash and cash equivalentshave a relatively short maturity, their fair value is relatively insensitive to interest rate changes. We believe a hypothetical 10% increase in the interest ratesas of December 31, 2015 would not have a material impact on our cash and cash equivalents portfolio.62Table of ContentsOur marketable securities are comprised of fixed-rate debt securities issued by U.S. corporations, U.S. government agencies and the U.S. Treasury; as such,their fair value may be affected by fluctuations in interest rates in the broader economy. As we have both the ability and intent to hold these securities tomaturity, such fluctuations would have no impact on our results of operations.Foreign Currency Exchange RiskWe have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally in theBritish pound sterling and the Euro. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Although wehave experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains (losses), net related to revaluing certaincash balances, trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S. dollar, we believe ahypothetical 10% strengthening/(weakening) of the U.S. dollar against the British pound sterling, either alone or in combination with a hypothetical 10%strengthening/(weakening) of the U.S. dollar against the Euro, would not have a material impact on our results of operations. In the event our foreign salesand expenses increase as a proportion of our overall sales and expenses, our operating results may be more greatly affected by fluctuations in the exchangerates of the currencies in which we do business. At this time, we do not enter into derivatives or other financial instruments in an attempt to hedge our foreigncurrency exchange risk, though we may in the future. It is difficult to predict the impact hedging activities would have on our results of operations.Inflation RiskWe do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subjectto significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harmour business, financial condition or results of operations.Item 8. Financial Statements and Supplementary Data.Our financial statements and the report of our independent registered public accounting firm are included in this Annual Report beginning on page F-1.The index to our financial statements is included in Part IV, Item 15 below.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.Item 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresWe maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure thatinformation required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allowtimely decisions regarding required disclosure.Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controlsand procedures as of December 31, 2015. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December31, 2015, our disclosure controls and procedures were effective at the reasonable assurance level.63Table of ContentsManagement’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ExchangeAct Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, ourmanagement evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control—IntegratedFramework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The scope of management’s assessment of theeffectiveness of our internal control over financial reporting included all of our consolidated operations except for the operations of Eat24, which weacquired on February 9, 2015. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may beomitted from the scope of our evaluation in the year of acquisition. Eat24 accounted for less than one percent of the total assets and less than eight percent oftotal revenues of the Company’s consolidated financial statements as of and for the year ended December 31, 2015. Based on this evaluation, ourmanagement concluded that our internal control over financial reporting was effective as of December 31, 2015. Our management reviewed the results of thisevaluation with the audit committee of our board of directors.Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this AnnualReport and, as part of the audit, has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2015, which isincluded below.Changes in Internal Control Over Financial ReportingThere was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2015 that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.Inherent Limitations on Effectiveness of ControlsOur management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internalcontrol over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errorsand all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of thecontrol system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must beconsidered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that allcontrol issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can befaulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of somepersons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part uponcertain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under allpotential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies orprocedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not bedetected.64Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of Yelp Inc.San Francisco, California We have audited the internal control over financial reporting of Yelp Inc. and subsidiaries (the “Company”) as of December 31, 2015, based on criteriaestablished in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Asdescribed in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control overfinancial reporting of Eat24, which was acquired in February 2015 and whose financial statements constitute less than 1% of the total assets and about 7% oftotal revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2015. Accordingly, our audit did not include theinternal control over financial reporting at Eat24. The Company’s management is responsible for maintaining effective internal control over financialreporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Reporton Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting basedon our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on thecriteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements as of and for the year ended December 31, 2015 of the Company and our report dated February 24, 2016 expressed an unqualified opinion onthose financial statements. /s/ DELOITTE & TOUCHE LLPSan Francisco, CaliforniaFebruary 24, 201665Table of ContentsItem 9B. Other Information.None.PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certaincorporate governance matters is incorporated by reference to the information set forth under the captions “Proposal No. 1—Election of Directors,”“Information Regarding the Board of Directors and Corporate Governance” and “Executive Officers” in the definitive proxy statement for our 2016 AnnualMeeting of Stockholders, or the 2016 Proxy Statement. Information required by this item regarding compliance with Section 16(a) of the Exchange Act isincorporated by reference to the information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2016 ProxyStatement.We have adopted a written code of business conduct and ethics that applies to all of our employees, officers and directors, including our principalexecutive officer, principal financial officer and principal accounting officer. The code of business conduct and ethics is available on our corporate website atwww.yelp-ir.com under the section entitled “Corporate Governance.” If we make any substantive amendments to our code of business conduct and ethics orgrant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our code of business conduct and ethics, we willdisclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.Item 11. Executive Compensation.Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions“Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Corporate Governance” in our 2016 ProxyStatement.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to theinformation set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2016 Proxy Statement. Informationrequired by this item regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to the information setforth under the caption “Equity Compensation Plan Information” in our 2016 Proxy Statement.Item 13. Certain Relationships and Related Transactions, and Director Independence.Information required by this item regarding certain relationships and related transactions is incorporated by reference to the information set forth underthe caption “Transactions with Related Persons” in our 2016 Proxy Statement. Information required by this item regarding director independence isincorporated by reference to the information set forth under the caption “Information Regarding the Board of Directors and Corporate Governance” in our2016 Proxy Statement.Item 14. Principal Accounting Fees and Services.Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under thecaption “Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm” in our 2016 Proxy Statement.66Table of ContentsPART IVItem 15. Exhibits, Financial Statement Schedules.(a) The following documents are filed as part of this Annual Report: 1. Financial Statements. Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm are included hereinon the pages indicated: Report of Independent Registered Public Accounting FirmF-1 Consolidated Balance SheetsF-2 Consolidated Statements of OperationsF-3 Consolidated Statements of Comprehensive Income (Loss)F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash FlowsF-7 Notes to Consolidated Financial StatementsF-8 2.Financial Statement Schedules. None. All financial statement schedules are omitted because they are not applicable, not required under theinstructions, or the requested information is included in the consolidated financial statements or notes thereto. 3.Exhibits. A list of exhibits filed with this report or incorporated herein by reference is found in the Exhibit Index immediately following thesignature page of this Annual Report.67Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.Date: February 24, 2016YELP INC. /S/ Rob KrolikRob KrolikChief Financial Officer(Principal Financial and Accounting Officer)POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rob Krolik and LaurenceWilson, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name inany and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documentsin connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powerand authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or shemight or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes,may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.Signature Title Date/s/ Jeremy Stoppelman Chief Executive Officer and Director February 24, 2016JEREMY STOPPELMAN(Principal Executive Officer) /s/ Geoff DonakerChief Operating Officer and DirectorFebruary 24, 2016GEOFF DONAKER /s/ Rob KrolikChief Financial OfficerFebruary 24, 2016ROB KROLIK(Principal Financial and Accounting Officer) /s/ Diane IrvineChairpersonFebruary 24, 2016DIANE IRVINE /s/ Fred AndersonDirectorFebruary 24, 2016FRED ANDERSON /s/ Peter FentonDirectorFebruary 24, 2016PETER FENTON /s/ Robert GibbsDirectorFebruary 24, 2016ROBERT GIBBS /s/ Jeremy LevineDirectorFebruary 24, 2016JEREMY LEVINE /s/ Mariam NaficyDirectorFebruary 24, 2016MARIAM NAFICYTable of ContentsEXHIBIT INDEXIncorporated by ReferenceFiledHerewithExhibitNumber Exhibit Description Form File No. Exhibit Filing Date 2.1 Share Purchase Agreement, dated October 23, 2012, by and among YelpInc., Yelp Ireland Ltd., Qype GmbH and the shareholders of Qype GmbH.8-K001-35444 99.110/24/2012 2.2Agreement and Plan of Merger, dated July 18, 2013, by and among YelpInc., Ranger Merger Corp., Ranger Merger LLC, SeatMe, Inc. andAlexander Kvamme, as Stockholders’ Agent.8-K001-3544499.17/24/20132.3Agreement and Plan of Merger, dated February 9, 2015, by and amongYelp Inc., Eat24Hours.com, Inc., Kale Acquisition Corp., QuinoaAcquisition LLC, the Stockholders of Eat24Hours.com, Inc. and NadavSharon, as Stockholders’ Agent.8-K001-3544499.12/10/20153.1Amended and Restated Certificate of Incorporation of Yelp Inc.8-K001-354443.13/9/20123.2Amended and Restated Bylaws of Yelp Inc. S-1/A333-1780303.42/3/20124.1Reference is made to Exhibits 3.1 and 3.2.4.2Form of Class A Common Stock Certificate.S-1/A333-1780304.12/3/20124.3Form of Class B Common Stock Certificate.S-1/A333-1780304.22/3/201210.1*Amended and Restated 2005 Equity Incentive Plan.S-1333-17803010.211/17/201110.2*Forms of Option Agreement and Option Grant Notice under Amended andRestated 2005 Equity Incentive Plan.S-1333-17803010.311/17/201110.3*2011 Equity Incentive Plan.S-1333-17803010.42/3/201210.4*Forms of Option Agreement and Option Grant Notice under 2011 EquityIncentive Plan.S-1333-17803010.52/3/201210.5*Form of Indemnification Agreement made by and between Yelp Inc. andeach of its directors and executive officers.S-1333-17803010.62/3/201210.6*Offer Letter, by and between Yelp Inc. and Jeremy Stoppelman, datedFebruary 3, 2012.S-1/A333-17803010.152/3/201210.7*Amended and Restated Offer letter, by and between Yelp Inc. and GeoffDonaker, dated February 3, 2012.S-1/A333-17803010.72/3/201210.8*Amended and Restated Offer Letter, by and between Yelp Inc. and RobKrolik, dated February 3, 2012.S-1/A333-17803010.82/3/201210.9*Amended and Restated Offer Letter, by and between Yelp Inc. and JedNachman, dated February 3, 2012.S-1/A333-17803010.92/3/201210.10*Amended and Restated Offer Letter, by and between Yelp Inc. andLaurence Wilson, dated February 3, 2012.S-1/A333-17803010.102/3/201210.11Galleria Corporate Center Lease between Yelp Inc. and JEMB ScottsdaleLLC, dated January 20, 2010; First Amendment to Lease, dated January 4,2011; Second Amendment to Lease, dated August 8, 2011.S-1/A333-17803010.132/3/2012Table of ContentsIncorporated by ReferenceFiledHerewithExhibitNumber Exhibit Description Form File No. Exhibit Filing Date 10.12License Agreement between Harrison 160, LLC, as Licensor, and MRLVentures Inc., as Licensee, dated as of April 6, 2004; Addendumsthrough November 10, 2011.S-1/A333-17803010.142/3/201210.13*2012 Equity Incentive Plan, as amended.8-K001-3544410.16/11/201310.14*Forms of Option Agreement and Grant Notice and RSU Agreement andGrant Notice under 2012 Equity Incentive Plan.S-1/A333-17803010.172/3/201210.15*2012 Employee Stock Purchase Plan.S-1/A333-17803010.182/3/201210.16*Executive Severance Benefit Plan.S-1/A333-17803010.192/3/201210.17Office Lease, dated May 9, 2012, by and between Yelp Inc. andStockbridge 138 New Montgomery LLC.8-K001-3544410.15/10/201210.18*Compensation Information for Registrant’s Executive Officers.8-K001-354441/14/201510.19*Letter Agreement, dated May 22, 2014, by and between JosephNachman and Yelp Inc.8-K001-3544499.15/28/201410.21Lease, dated July 31, 2014, by and between Yelp Inc. and 11 MadisonAvenue LLC.8-K001-3544410.18/6/201421.1Subsidiaries of Yelp Inc.X23.1Consent of Independent Registered Public Accounting Firm.X24.1Power of Attorney (included on signature page).X31.1Certification pursuant to Rule 13a-14(a)/15d-14(a).X31.2Certification pursuant to Rule 13a-14(a)/15d-14(a).X32.1†Certifications of Chief Executive Officer and Chief Financial Officer.X101.INS#XBRL Instance Document.X101.SCH#XBRL Taxonomy Extension Schema Document.X101.CAL#XBRL Taxonomy Extension Calculation Linkbase Document.X101.DEF#XBRL Taxonomy Extension Definition Linkbase Document.X101.LAB#XBRL Taxonomy Extension Labels Linkbase Document.X101.PRE#XBRL Taxonomy Extension Presentation Linkbase Document.X *Indicates management contract or compensatory plan or arrangement.†The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and ExchangeCommission and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the SecuritiesExchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporationlanguage contained in such filing.Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of Yelp Inc. San Francisco, California We have audited the accompanying consolidated balance sheets of Yelp Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and therelated consolidated statements of operations, comprehensive income (loss), consolidated statement of stockholders’ equity, and cash flows for each of thethree years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Yelp Inc. and subsidiaries as ofDecember 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, inconformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2015, based on the criteria established in Internal Control—Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2016 expressed an unqualified opinion on theCompany’s internal control over financial reporting. /s/ DELOITTE & TOUCHE LLPSan Francisco, CaliforniaFebruary 24, 2016F-1Table of ContentsYelp Inc. CONSOLIDATED BALANCE SHEETS(In thousands, except share data)December 31,December 31, 2015 2014AssetsCurrent assets: Cash and cash equivalents$ 171,613$ 247,312 Short-term marketable securities199,214118,498 Accounts receivable (net of allowance for doubtful accounts of $3,208 and $1,627 at December 31, 2015 and December 31, 2014, respectively)52,75535,593 Prepaid expenses and other current assets19,70019,355Total current assets443,282420,758 Long-term marketable securities—38,612Property, equipment and software, net80,46762,761Goodwill172,19767,307Intangibles, net39,2945,786Restricted cash16,48617,943Other assets3,70116,483Total assets$755,427$629,650 Liabilities and Stockholders’ EquityCurrent liabilities: Accounts payable$3,388$1,398 Accrued liabilities43,45829,581 Deferred revenue2,9312,994Total current liabilities49,77733,973Long-term liabilities12,0307,527Total liabilities61,80741,500Commitments and contingencies (Note 11) Stockholders’ equity:Common stock, $0.000001 par value — 500,000,000 shares authorized; 75,982,802 and 72,920,582 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively——Additional paid-in capital774,022627,742Accumulated other comprehensive loss(13,519)(5,609) Accumulated deficit(66,883)(33,983) Total stockholders’ equity693,620588,150 Total liabilities and stockholders’ equity$755,427$629,650See notes to consolidated financial statements.F-2Table of ContentsYelp Inc. CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)Year Ended December 31, 2015 2014 2013Net revenue$ 549,711$ 377,536$ 232,988Costs and expenses: Cost of revenue (exclusive of depreciation and amortization51,01524,38216,561 shown separately below) Sales and marketing301,764201,050131,970 Product development107,78665,18138,243 General and administrative80,86658,27442,907 Depreciation and amortization29,60417,59011,455 Restructuring and integration——675 Total costs and expenses571,035366,477241,811 Income (Loss) from operations(21,324)11,059(8,823)Other income (expense), net386221(407)Income (Loss) before income taxes(20,938)11,280(9,230)Benefit (Provision) for income taxes(11,962)25,193(838)Net income (loss) attributable to common stockholders (Class A and B)$(32,900)$36,473$(10,068) Net income (loss) per share attributable to common stockholders (Class A and B) Basic$(0.44)$0.51$(0.15) Diluted$(0.44)$0.48$(0.15) Weighted-average shares used to compute net income (loss) per shareattributable to common stockholders (Class A and B) Basic74,68371,93665,665 Diluted74,68376,71265,665See notes to consolidated financial statements.F-3Table of ContentsYelp Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(In thousands, except per share data)Year Ended December 31, 2015 2014 2013Net income (loss)$ (32,900)$ 36,473$ (10,068) Other comprehensive income (loss): Foreign currency translation adjustments$(7,910)$(8,795)$2,381Other comprehensive income (loss)$(7,910)$(8,795)$2,381Comprehensive income (loss)$(40,810)$27,678$(7,687)See notes to consolidated financial statements.F-4Table of ContentsYelp Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015(In thousands, except shares)AccumulatedOtherAdditionalComprehensiveTotalCommon Stock Paid-InIncomeAccumulatedStockholders' Shares Amount Capital (Loss) Deficit EquityBalance—December 31, 2012 63,505,269 — 225,245 805 (60,388) 165,662 Issuance of common stock upon exercises of employee stock options2,648,121—13,554——13,554Issuance of common stock upon release of restricted stock units (RSUs)98,033—————Issuance of common stock for employee stock purchase plan81,900—1,960——1,960Stock-based compensation——27,170——27,170Issuance of common stock in connection with follow-on public offering, net of offering costs4,312,500—276,527——276,527Repurchase of common stock from employees(15,850)—(674)——(674)Issuance of common stock in connection with acquisition of SeatMe, Inc.244,520—9,666——9,666Tax benefit from share-based award activity——305——305Foreign currency translation adjustment———2,381—2,381Net loss————(10,068)(10,068) Balance—December 31, 201370,874,493—553,7533,186(70,456)486,483 Issuance of common stock upon exercises of employee stock options1,679,654—20,164——20,164Issuance of common stock upon release of RSUs90,656—————Issuance of common stock for employee stock purchase plan279,538—8,869——8,869Stock-based compensation——44,520——44,520Repurchase of common stock from employees(18,628)—(1,318)——(1,318)Issuance of common stock in connection with acquisition of SeatMe, Inc.14,869—————Tax benefit from share-based award activity——1,754——1,754Foreign currency translation adjustment———(8,795)—(8,795)Net income————36,47336,473F-5Table of ContentsAccumulatedOtherTotalAdditionalComprehensiveStockholders'Common Stock Paid-InIncomeAccumulatedEquity Shares Amount Capital (Loss) Deficit (Deficit)Balance—December 31, 201472,920,582— 627,742 (5,609) (33,983) 588,150 Issuance of common stock upon exercises of employee stock options935,143—12,255——12,255Issuance of common stock upon release of RSUs422,981—————Issuance of common stock for employee stock purchase plan312,697—8,911——8,911Stock-based compensation63,887——63,887Repurchase of common stock from employees(12,022)—(482)——(482)Issuance of common stock in connection with acquisition of SeatMe, Inc577—————Issuance of common stock in connection with acquisition of Eat24Hours.com, Inc.1,402,844—59,158——59,158Excess tax benefit from share-based award activity——2,551——2,551Foreign currency translation adjustment———(7,910)—(7,910)Net loss————(32,900)(32,900) Balance—December 31, 201575,982,802—774,022(13,519)(66,883)693,620See notes to consolidated financial statements.F-6Table of ContentsYelp Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)Year Ended December 31,201520142013OPERATING ACTIVITIES: Net income (loss)$ (32,900)$ 36,473$ (10,068) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization29,60417,59011,455 Provision for doubtful accounts and sales returns16,7887,2383,304 Stock-based compensation60,84242,27326,677 Recording (release) of valuation allowance20,341(28,197)— Loss on disposal of assets and website development costs2134159 Premium amortization, net, on securities held-to-maturity1,190349— Excess tax benefit from share-based award activity(6,583)(1,834)(353) Realized (gain) on investments(4)—— Changes in operating assets and liabilities: Accounts receivable(25,279)(21,291)(12,843) Prepaid expenses and other assets(22,703)(4,011)(1,572) Accounts payable, accrued expenses and other liabilities15,8948,9274,971 Deferred revenue(41)411(298) Net cash provided by operating activities57,36257,93221,432 INVESTING ACTIVITIES: Acquisition, net of cash received(73,422)(14,340)(2,057) Purchases of property, equipment, and software(31,127)(29,054)(16,243) Capitalized website and software development costs(11,734)(11,349)(4,856) Change in restricted cash1,404(14,764)3,176 Purchases of intangibles(647)(1,724)— Proceeds from sale of property and equipment13414— Goodwill measurement period adjustment——1,153 Purchases of marketable securities(246,160)(210,459)— Maturities of marketable securities202,87053,002— Net cash used in investing activities(158,682)(228,674)(18,827) FINANCING ACTIVITIES: Issuance of common stock upon exercise of employee stock options12,255—— Proceeds from follow-on offering, net of offering costs——276,527 Proceeds from issuance of common stock from share-based awards—20,16413,554 Proceeds from issuance of common stock for Employee Stock Purchase Plan8,9118,8691,960 Repurchase of common stock(482)(1,318)(674) Excess tax benefit from share-based award activity6,5831,834353 Contingent consideration payment(825)—— Net cash provided by financing activities26,44229,549291,720 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(821)(1,259)315CHANGE IN CASH AND CASH EQUIVALENTS(75,699)(142,452)294,640CASH AND CASH EQUIVALENTS—Beginning of period247,312389,76495,124CASH AND CASH EQUIVALENTS—End of period171,613$247,312$389,764 SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: Cash paid for income taxes$352$1,972$291 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment recorded in accounts payable and accruals$2,233$6,374$2,685 Capitalized website and software development costs recorded in accounts payable and accruals$—$169$17 Contingent consideration related to acquisitions$—$835$— Goodwill measurement period adjustment for working capital$(255)$—$(1,153) Issuance of Common Stock in Connection with Acquisition$59,158$—$9,666See notes to consolidated financial statements.F-7Table of ContentsYelp Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, 2015, 2014 AND 20131. ORGANIZATION AND DESCRIPTION OF BUSINESSYelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such asthe “Company” and “Yelp” in these Notes to Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries.Yelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. Yelp’s platform is transforming the way people discover local businesses; every day, millions of consumers visit its website or use its mobile appto find great local businesses to meet their everyday needs. Businesses of all sizes use the Yelp platform to engage with consumers at the critical momentwhen they are deciding where to spend their money.The Company consists of Yelp Inc. and 18 wholly-owned entities. Yelp UK Ltd was incorporated on December 1, 2008, Darwin Social Marketing Inc.(formerly Yelp Canada Inc.) was incorporated on February 24, 2009, Yelp Ireland Limited was incorporated on May 31, 2010, Yelp Deutschland GmbH wasincorporated on June 7, 2010, Yelp Ireland Holding Company Limited was incorporated on June 16, 2010, Yelp France SAS was incorporated on July 8,2010, Yelp Italia S.r.l. was incorporated on June 27, 2011, Yelp Australia Pty. Ltd was incorporated on August 9, 2011, Yelp Spain, S.L. was incorporated onMay 4, 2012, Yelp Singapore PTE Ltd was incorporated on June 15, 2012, Yelp Brazil Serviços de Marketing Ltda. was incorporated on May 29, 2013, YelpJapan, G.K. was incorporated on September 20, 2013 and Darwin Sweden AB was incorporated on September 4, 2014. Qype GmbH, Qype Ltd., Qype SARLand Qype SL (collectively, “Qype”) were acquired on October 23, 2012. Eat24, LLC (the successor to Eat24Hours.com, Inc.) (“Eat24”) was acquired onFebruary 9, 2015 (see Note 5). The financial results of these subsidiaries are included within the consolidated financial statements of the Company presentedherein.Basis of Presentation—The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.Certain Significant Risks and Uncertainties—The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. Forexample, the Company’s management believes that changes in any of the following areas could have a significant negative impact on the Company in termsof its future financial position, results of operations or cash flows: rates of revenue growth; traffic to the Company’s websites and mobile applications and thenumber of reviews and advertisers they attract; reliance on search engines and the placement and prominence in results rankings; the quality and reliability ofreviews; scaling and adaptation of existing technology and network infrastructure; management of the Company’s growth; expansion of internationalcommunities; protection of the Company’s brand, reputation and intellectual property; industry competition; qualified employees and key personnel;intellectual property infringement and other claims; and changes in government regulation affecting the Company’s business, among other things.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUse of Estimates—The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of theconsolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on informationavailable as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates.Foreign Currency Translation—The consolidated financial statements of the Company’s foreign subsidiaries are measured using the local currency asthe functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues andexpenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensiveloss, a separate component of stockholders’ equity.F-8Table of ContentsCash and Cash Equivalents—The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit andmoney market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarilyconsist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalentsapproximates their carrying value.Marketable Securities—The Company determines the classification of its marketable securities at the time of purchase and re-evaluates thesedeterminations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold thesecurities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortizedcost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturitysecurities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-termsecurities.Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash andcash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses tobe of high credit quality, in order to limit the exposure of each investment.Credit risk with respect to accounts receivable is dispersed due to the Company’s large number of customers. In addition, the Company’s credit risk ismitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtfulaccounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of thepotential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided as the allowancewas incorrect, an adjustment, which is considered a change in the estimate, is made. The fair value of accounts receivable approximates their carrying value.As of December 31, 2015, 2014 and 2013, there were no customers that accounted for more than 10% of total accounts receivable.The following table presents the changes in the allowance for doubtful accounts (in thousands):Year Ended December 31, 2015 2014 2013Allowance for doubtful accounts:Balance, beginning of period$1,627$810$384 Add: bad debt expense10,2716,3693,210 Less: write-offs, net of recoveries(8,690)(5,552)(2,784)Balance, end of period$ 3,208$ 1,627$ 810Property, Equipment and Software—Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciationis computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvementsare amortized over the shorter of the lease term or 10 years.Website and Internal-Use Software Development Costs—Costs related to website and internal-use software are primarily related to the Company’swebsite, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed,management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended.Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior tomeeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expectedto result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.The Company capitalized $14.7 million, $13.9 million and $5.4 million in website and internal-use software costs during the years ended December 31,2015, 2014 and 2013, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expenserelated to website and internal-use software was $8.4 million, $4.6 million and $2.6 million for the years ended December 31, 2015, 2014 and 2013,respectively.F-9Table of ContentsThe Company wrote off $0.1 million, an immaterial amount and $0.1 million of website and internal-use software costs in the years ended December 31,2015, 2014 and 2013, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of theprojects has been included in depreciation and amortization expense in the Company’s consolidated statements of operations.Business Combinations—The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs asbusiness combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assetsacquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expensesand integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilitiesassumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequentadjustments are recorded to the Company’s consolidated statements of operations.Goodwill—Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assetsacquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carryingvalue of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not thatthe fair value of its single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-stepgoodwill impairment test under the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”). If the Company determines that itis more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the two-step goodwillimpairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. Ifthe carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring theimpairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount overthe applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have beenrecorded to date.Intangible Assets—Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value lessaccumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over theestimated useful lives of the assets, generally two years to 12 years. The Company reviews amortizable intangible assets to be held and used for impairmentwhenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is basedon the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of anyimpairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date.Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of—The Company evaluates its long-lived assets for impairment wheneverevents or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used ismeasured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets areconsidered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value ofthe assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.Revenue Recognition—The Company generates revenue from its local products, transactions, other services and, through the end of 2015, brandadvertising. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has beenprovided to the customer, collection of the fees is reasonably assured and the amount of fees to be paid by the customer are fixed or determinable. Paymentsreceived in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period.Local. The Company generates local revenue primarily through the display of advertising products on its website and mobile app. These arrangements areevidenced by either written or electronic acceptance of an agreement that stipulates the types of advertising to be delivered, the timing and pricing.Performance-based advertising placements are priced on a cost-per-click basis through an auction, while impression-based ads are delivered pursuant to fixedmonthly fee advertising plans. The Company recognizes revenue from the delivery of performance-based ads in the period of delivery and from the deliveryof impression-based ads ratably over the service period, in each case net of customer discounts.F-10Table of ContentsTransactions. The Company generates transactions revenue from Eat24, revenue-sharing partner arrangements and the sale of vouchers through theCompany’s “Yelp Deals” and “Gift Certificates.” The Company’s Eat24 business generates revenue through arrangements with restaurants, in whichrestaurants pay a commission percentage fee on orders placed through Eat24’s platform. The Company records revenue associated with Eat24’s transactionson a net basis. Revenue-sharing partner arrangements provide consumers with the ability to complete food delivery and other transactions through thirdparties directly on Yelp. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumersdirectly on the Company’s website and mobile app. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recordedon a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deals refunds based on theCompany’s estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to consumers through their business listingpages. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and includes in revenue upon a consumer’spurchase of the Gift Certificate.Other Services. Other services revenue consists of partner arrangements and the monetization of remnant advertising inventory through third-party adnetworks. The Company’s partner arrangements include fixed-fee reseller agreements that allow partners to sell Yelp Branded Profiles to their clients andtransaction-based arrangements allowing third-party data providers to update business listing information on behalf of businesses.Brand Advertising. Through the end of 2015, the Company generated brand advertising revenue through the sale of graphic and text displayadvertisements on its website. The Company recognizes revenue from the sale of impression-based advertisements on its online network in the period inwhich the advertisements (“impressions”) are delivered, net of customer discounts. The Company also generated brand revenue from fixed-price brandsponsorships that are recognized ratably over the service period. The arrangements are evidenced by insertion orders or contracts that stipulate the types ofadvertising to be delivered and the pricing.Multiple Element Arrangements. The Company enters into arrangements with its customers to sell advertising packages that include different mediaplacements or ad services that are delivered at the same time, or within close proximity of one another.The Company allocates arrangement consideration in multiple-deliverable arrangements at the inception of the arrangement to all deliverables or thosepackages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the sellingprice hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and(3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.VSOE—The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately.In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrowprice range; however, the Company has not historically sold a large volume of transactions on a standalone basis. As a result, the Company has not been ableto establish VSOE for any of its advertising products.TPE—When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether itcan establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, theCompany’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricingof services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a standalonebasis. As a result, the Company has not been able to establish selling price based on TPE.BESP—When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. Theobjective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally usedto allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by consideringmultiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. TheCompany limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on futureperformance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to elements in thearrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.F-11Table of ContentsThe Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognitioncriteria are met.Cost of Revenue—The Company’s cost of revenue primarily consists of credit card processing fees, web hosting, Internet service costs and salaries,benefits and stock-based compensation expense for its infrastructure teams related to operating the Company’s website and mobile app, food delivery relatedcosts as well as creative design for brand advertising and video production expenses.Stock-Based Compensation—The Company accounts for stock-based employee compensation plans under the fair value recognition and measurementprovisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options,restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan (“ESPP”) to be measured based on the grant-datefair value of the awards.Stock-based compensation expense is recorded net of estimated forfeitures in the Company’s consolidated statements of income and, accordingly, isrecorded for only those stock-based awards that the Company expects to vest. The Company estimates the forfeiture rate based on historical forfeitures ofequity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company will revise its estimated forfeiture rate if actualforfeitures differ from its initial estimates.Advertising Expenses—Advertising expenses are expensed as incurred. Total advertising expenses incurred were $30.9 million, $8.1 million and $1.3million for the years ended December 31, 2015, 2014 and 2013, respectively.Comprehensive Income (Loss)—The Company reports by major components and, as a single total, the change in its net assets during the period fromnon-owner sources. Comprehensive income (loss) consists of net income (loss) and accumulated other comprehensive income (loss), which includes certainchanges in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments.Income Taxes—The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets andliabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimatingfuture tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowancesare provided to reduce deferred tax assets to the amount that is more likely than not to be realized.The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencieswhenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Taxcontingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts andcircumstances could result in material changes to the amounts recorded for such tax contingencies.The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained onexamination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such aposition are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.In November 2015, FASB issued Accounting Standards Update No. 2015-17 (Topic 740), “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax liabilities and assets to be classified as noncurrent in the Consolidated Balance Sheet. The standard will be effectivefor financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption ispermitted for financial statements that have not been previously issued. ASU 2015-17 may be applied either prospectively to all deferred tax liabilities andassets or retrospectively to all periods presented. The Company adopted ASU 2015-17 on a prospective basis in the fourth quarter of fiscal 2015.F-12Table of ContentsEmployee Benefit Plan—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contributea portion of their annual compensation up to a maximum annual amount set by the Internal Revenue Service (“IRS”). Employer contributions under this planwere $2.9 million, $1.9 million and zero for the years ended December 31, 2015, 2014 and 2013, respectively.Recent Accounting Pronouncements Not Yet Effective—In May 2014, FASB issued Accounting Standards Update No. 2014-09, “Revenue fromContracts with Customers” (“ASU 2014-09”), which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principlesfor recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the consideration expected to be received inexchange for those goods or services. The new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue andcash flows arising from contracts with customers. On July 9, 2015, FASB agreed to delay the effective date by one year and, accordingly, the new standard iseffective for the Company beginning in the first quarter of 2018. Early adoption is permitted, but not before the original effective date of the standard. Thenew standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initiallyapplying it recognized at the date of initial application. The Company has not yet selected a transition method nor has it determined the impact of the newstandard on its consolidated financial statements.In August 2014, FASB issued Accounting Standards Update No. 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).”The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a goingconcern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known andreasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reportingperiods beginning after December 31, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believethat its adoption will have a material impact on its consolidated financial statements.In April 2015, FASB issued Accounting Standards Update No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”(“ASU 2015-05”). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloudcomputing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with theacquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangementas a service contract. The guidance will not change GAAP for customer’s accounting for service contracts. The standard will be effective for the first interimperiod within annual reporting periods beginning after December 31, 2015. The Company is currently assessing the impact that adopting this newaccounting guidance will have on its consolidated financial statements and related disclosures.In June 2015, FASB issued Accounting Standards Update No. 2015-10, “Technical Corrections and Improvements” (“ASU 2015-10”). ASU 2015-10amends a wide range of Accounting Standards Codification topics to make clarifying changes, correct unintended application of guidance and make minorchanges that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. TheCompany does not anticipate that the adoption of ASU 2015-10 will have a material impact on its consolidated financial statements and related disclosures.In September 2015, FASB issued Accounting Standards Update No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU2015-16”). ASU 2015-16 eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidancerequires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period inwhich the adjustment is identified. In addition, separate presentation on the face of the income statement or disclosure in the notes is required regarding theportion of the adjustment recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustmentto the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is to be applied prospectively for measurement period adjustmentsthat occur after the effective date. ASU 2015-16 is effective for annual reporting periods, including interim reporting periods, beginning after December 15,2015, and early adoption is permitted. Because it is prospective, the impact of ASU 2015-16 on the Company’s financial condition and earnings will dependupon the nature of any measurement period adjustments identified in future periods.F-13Table of Contents3. FAIR VALUE OF FINANCIAL INSTRUMENTSThe Company’s investments in money market accounts are recorded as cash equivalents at fair value in the consolidated financial statements. All otherfinancial instruments are classified as held-to-maturity investments and, accordingly, are recorded at amortized cost; however, the Company is required todetermine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurementsprioritizes the inputs used in measuring fair value in the following hierarchy:Level 1—Observable inputs, such as quoted prices in active markets,Level 2—Inputs other than quoted prices in active markets that are observable either directly or indirectly, orLevel 3—Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions.This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fairvalue. The Company’s money market funds and U.S. government bonds are classified within Level 1 of the fair value hierarchy because they are valued usingquoted prices in active markets. The Company’s commercial paper, corporate bonds and agency bonds are classified within Level 2 of the fair value hierarchybecause they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly.During the year ended December 31, 2014, the Company classified the contingent consideration liability related to the acquisition of Restaurant Kritikwithin Level 3, because it was estimated using a discounted cash flow technique with significant inputs that were not observable in the market. Thesignificant inputs not observable in the market in the Level 3 measurement included the Company’s probability assessments of completion, appropriatelydiscounted considering the uncertainties associated with the obligation, and were calculated in accordance with the terms of the asset purchase agreement.During the year ended December 31, 2015, the Company settled the associated liability after the completion of the associated milestones. Refer to Note 5regarding the effects of the acquisition on the Company’s consolidated financial statements.The following table represents the Company’s financial instruments measured at fair value as of December 31, 2015 and 2014 (in thousands):December 31, 2015December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalCash Equivalents: Money market funds$ 86,660$ —$ —$ 86,660$ 208,593$ —$ —$ 208,593 Agency bonds—4,999—4,999————Marketable Securities: U.S. government bonds————5,005——5,005 Commercial paper—36,981—36,981—31,965—31,965 Corporate bonds—18,024—18,024—29,486—29,486 Agency bonds—132,102—132,102—90,575—90,575 Agency discount notes—11,986—11,986———— Total cash equivalents and marketablesecurities$86,660$204,092$—$290,752$213,598$152,026$—$365,624 Current liabilities: Contingent consideration liability$—$—$—$—$—$—$835$835F-14Table of Contents4. MARKETABLE SECURITIESThe amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within two years, as of December31, 2015 and 2014 were as follows (in thousands):As of December 31, 2015GrossGrossUnrealizedUnrealizedAmortized CostGainsLossesFair ValueShort-term marketable securities: Commercial paper$36,981$—$—$36,981 Corporate bonds18,0272(5)18,024 Agency bonds132,224—(122)132,102 Agency discount notes11,9824—11,986 Total marketable securities$199,214$6$ (127)$ 199,093 As of December 31, 2014GrossGrossUnrealizedUnrealizedAmortized CostGainsLossesFair ValueShort-term marketable securities: Commercial paper$31,964$ —$—$31,964 Corporate bonds24,3971(31)24,367 Agency bonds57,1301(26)57,105 U.S. government bonds5,007— (2)5,005$118,498$2$(59)$118,441 Long-term marketable securities: Corporate bonds$5,120$—$(1)$5,119 Agency bonds33,492—(22)33,470$38,612$—$(23)38,589 Total marketable securities$157,111$2$(82)157,031F-15Table of ContentsThe following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2015,aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands):As of December 31, 2015Less Than 12 Months12 Months or GreaterTotal Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized LossCorporate bonds10,021(5)——10,021(5)Agency bonds127,102(122)——127,102(122)Total$ 137,123$ (127)$ —$ —$ 137,123$ (127) As of December 31, 2014Less Than 12 Months12 Months or GreaterTotalFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossCorporate bonds$ 24,439$(32)$—$—$ 24,439$(32)Agency bonds79,564(48)——79,564(48)U.S. government bonds5,005(2)——5,005(2)Total$109,008$(82)$—$—$109,008$(82)The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration,severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will berequired to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of creditlosses. During the three months and year ended December 31, 2015, the Company did not recognize any other-than-temporary impairment loss.5. ACQUISITIONS2015 AcquisitionOn February 9, 2015, the Company acquired Eat24Hours.com, Inc. In connection with the acquisition, all of the outstanding capital stock of Eat24 wasconverted into the right to receive an aggregate of approximately $75.0 million in cash, less certain transaction expenses, and 1,402,844 shares of Yelp ClassA common stock with an aggregate fair value of approximately $59.2 million, as determined on the basis of the closing market price of the Company’s ClassA common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $16.5 million in cash and 308,626 shares wereinitially held in escrow to secure indemnification obligations. The key purpose underlying the acquisition was to obtain an online food ordering solution todrive daily engagement in the Company’s key restaurant vertical.F-16Table of ContentsThe acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “BusinessCombinations” (“ASC 805”), with the results of Eat24’s operations included in the Company’s consolidated financial statements from February 9, 2015. TheCompany’s allocation of the purchase price is preliminary as the amounts related to contingent consideration, identifiable assets, the effects of income taxesresulting from the transaction and the effects of any net working capital adjustments are still being finalized. Any material measurement period adjustmentswill be recorded retroactively to the acquisition date. The purchase price allocation, subject to finalization during the measurement period, is as follows (inthousands): February 9, 2015Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders$56,624 Held in escrow account16,500 Payable on behalf of Eat24 stockholders1,876 Total cash75,000 Class A common stock: Distributed to Eat24 stockholders46,143 Held in escrow account13,015 Total purchase consideration$134,158 Fair value of net assets acquired: Cash and cash equivalents$1,578 Intangibles39,600 Goodwill110,927 Other assets6,031 Total assets acquired158,136 Deferred tax liability(15,207) Other liabilities(8,771) Total liabilities assumed(23,978) Net assets acquired$ 134,158Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful LifeRestaurant relationships $ 17,400 12.0 yearsDeveloped technology$ 7,4005.0 yearsUser relationships$ 12,0007.0 yearsTrade name$ 2,8004.0 years Weighted average8.6 yearsThe intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets arebeing utilized. The goodwill results from the Company’s opportunity to drive daily engagement in its restaurant vertical and potentially expand Eat24’soffering to the approximately 1.0 million U.S. restaurants listed on the Company’s platform. None of the goodwill is deductible for tax purposes.The Company recorded $0.2 million acquisition-related costs for the year ended December 31, 2015, which were included in the general andadministrative expense in the accompanying consolidated statements of operations.F-17Table of ContentsThe unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Eat24, as thoughthe companies had been combined as of January 1, 2014, and includes the accounting effects resulting from the acquisition, including transaction,integration costs, amortization charges from acquired intangible assets and changes in depreciation due to differing asset values and depreciation lives. Theunaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operationsthat would have been achieved if the acquisition had taken place as of January 1, 2014 (in thousands, except per share data):Pro FormaTwelve Months Ended December 31 2015 2014 Revenue$ 552,959 402,037Net income (loss)$(34,016)33,790Basic net income (loss) per share attributable to common stockholders$(0.46)0.46Diluted net income (loss) per share attributable to common stockholders$(0.46)0.43The consolidated statements of operations for the year ended December 31, 2015 include $39.2 million of revenue attributable to Eat24.2014 AcquisitionsIn October 2014, the Company, through its wholly-owned subsidiary, Yelp Ireland Ltd., acquired all of the outstanding equity interests in Cityvox SAS.Also in October 2014, the Company, through its wholly-owned subsidiaries Yelp Ireland Ltd. and Qype GmbH, acquired the assets comprising the businessconducted under the name Restaurant Kritik from Kabukiman Ltd. The aggregate purchase price of these businesses was $15.3 million, net of $0.1 millioncash acquired; the purchase price did not include stock in either transaction. Each of these acquisitions has been accounted for as a business combination inaccordance with ASC 805, under the acquisition method. Accordingly, the aggregate purchase price is allocated to the tangible and intangible assetsacquired and the liabilities assumed based on their respective fair values on the acquisition dates, and is subject to adjustment based on the purchase priceadjustment provisions contained in the acquisition agreements. The results of operations of the acquired companies have been included in the Company’sconsolidated financial statements from the respective acquisition dates. Net revenues, earnings since the acquisition and pro forma results of operations forthese acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.During the quarter ended December 31, 2014, the Company recorded acquisition-related transaction costs of $0.6 million, which were included in generaland administrative expense.Under the Restaurant Kritik asset purchase agreement, the Company agreed to pay an additional €0.8 million ($0.9 million at the acquisition date) inconsideration if the migration of Restaurant Kritik’s content to Yelp was completed within one year of the acquisition date. The estimated fair value of thecontingent consideration was approximately $0.8 million as of the acquisition date and the Company paid $0.8 million in the three months ended December31, 2015 in satisfaction of this liability.F-18Table of ContentsThe following table presents the aggregate purchase price allocations of these individually immaterial acquisitions recorded in the Company’sconsolidated balance sheets of their acquisition dates (in thousands):Net tangible assets$(277)Goodwill13,995Intangible assets1,546 Total purchase price (excluding contingent consideration)15,264Contingent consideration 826 Total purchase price$ 16,090Estimated useful lives as of the acquisition dates of the intangible assets acquired are as follows:Intangible TypeUseful LifeContent5 yearsDeveloped technology0.5 yearsTrade name2 years Weighted average4.3 yearsThe intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets arebeing utilized. The goodwill represents the excess value over both tangible and intangible assets acquired. The goodwill in these transactions is primarilyattributable to traffic and the opportunity for expansion. None of the goodwill is deductible for tax purposes.F-19Table of Contents2013 AcquisitionOn July 24, 2013, the Company acquired SeatMe, Inc. (“SeatMe”). In connection with the acquisition, all of the outstanding capital stock and options topurchase capital stock of SeatMe were converted into the right to receive an aggregate of approximately $2.2 million in cash and 260,901 shares of YelpClass A common stock with an aggregate fair value of approximately $9.7 million, as determined on the basis of the closing market price of the Company’sClass A common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $0.1 million in cash and 31,236 shares ofYelp Class A common stock were initially held in escrow to secure indemnification obligations. The key factor underlying the acquisition was securing thetechnology to provide online reservations directly through the Company’s website with minimal product and engineering work.The acquisition was accounted for as a business combination in accordance with ASC 805, with the results of SeatMe’s operations included in theconsolidated financial statements starting on July 24, 2013. The following table summarizes the consideration paid for SeatMe and the allocation of thepurchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):July 24, 2013Fair value of purchase consideration: Cash: Distributed to SeatMe equity holders$2,057 Held in escrow account56 Class A common stock: Distributed to SeatMe equity holders8,420 Held in escrow account1,246 Total purchase consideration$ 11,779 Fair value of net assets acquired: Cash and cash equivalents$56 Property and equipment47 Intangibles1,440 Goodwill10,279 Other assets117 Total assets acquired11,939 Total liabilities assumed160 Net assets acquired$11,779Estimated useful lives as of the acquisition date of the intangible assets acquired are shown below:Intangible TypeUseful LifeDeveloped technology6 yearsCustomer relationships2 yearsTrade name2 years Weighted average5.6 yearsThe intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets arebeing utilized. The goodwill results from the Company’s opportunity to offer its customers and leverage the SeatMe web- and app-based reservation solution.None of the goodwill is deductible for tax purposes.F-20Table of ContentsFor the year ended December 31, 2013, the Company recorded acquisition-related transaction costs of approximately $0.2 million, which were includedin general and administrative expense in the accompanying consolidated statement of operations. Net revenues, earnings since the acquisition and pro formaresults of operations for this acquisition have not been presented because they are not material to the consolidated results of operations, either individually orin the aggregate.6. CASH AND CASH EQUIVALENTSCash and cash equivalents as of December 31, 2015 and 2014 consist of the following (in thousands): December 31, 2015 2014Cash and cash equivalents Cash$79,954$38,719 Money market funds91,659208,593Total cash and cash equivalents$ 171,613$ 247,312The lease agreements for certain of the Company’s offices require the Company to maintain letters of credit issued to the landlords of each facility. Eachletter of credit is subject to renewal annually until the applicable lease expires and is collateralized by restricted cash. As of December 31, 2015 and 2014, theCompany had letters of credit totaling $16.5 million and $17.9 million, respectively, related to such leases.7. PROPERTY, EQUIPMENT AND SOFTWARE, NETProperty, equipment and software, net as of December 31, 2015 and 2014 consist of the following (in thousands): December 31, December 31,20152014Computer equipment$26,004$19,111Software1,213802Capitalized website and internal-use software development costs42,32027,602Furniture and fixtures10,7716,621Leasehold improvements47,55236,991Telecommunication2,9702,610 Total130,83093,737Less accumulated depreciation(50,363)(30,976)Property, equipment and software, net$ 80,467$ 62,761Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was approximately $23.0 million, $14.3 million and $7.9 million,respectively.8. GOODWILL AND INTANGIBLE ASSETSThe Company performed its annual goodwill impairment analysis during the three months ended September 30, 2015 and concluded that goodwill wasnot impaired, as the value of each reporting unit exceeded its carrying value.F-21Table of ContentsGoodwill as of December 31, 2015 and 2014 and changes in the carrying amount of goodwill during the years ended December 31, 2015 and 2014 wereas follows (in thousands): Balance as of December 31, 2013$59,690Goodwill acquired13,995Effect of currency translation(6,378)Balance as of December 31, 201467,307Goodwill measurement period adjustment(255)Goodwill acquired110,927Effect of currency translation(5,782)Balance as of December 31, 2015$ 172,197Under the terms of the share purchase agreement by and among the Company, Yelp Ireland Ltd., Qype and its shareholders, the Qype purchase price wassubject to a post-closing adjustment based on Qype’s net working capital as of the acquisition date. On April 15, 2013, Yelp and the former Qypeshareholders agreed to an adjustment of the purchase price in favor of Yelp in the amount of €0.9 million (approximately $1.2 million as of April 15, 2013)based on Qype’s net working capital as of the acquisition date. As this agreement occurred during the measurement period of the acquisition, as defined byASC 805, the impact of this adjustment was recorded as an increase to cash and a decrease to goodwill. The related funds were released to the Company fromthe escrow fund during the year ended December 31, 2013.Intangible assets at December 31, 2015 and 2014 consist of the following (in thousands):WeightedGrossNetAverageCarryingAccumulatedCarryingRemaining AmountAmortizationAmountLifeDecember 31, 2015: Content$3,922$(2,066)$1,8562.7 years Advertiser relationships1,708(1,708)—0.0 years Developed technology9,295(2,441)6,8544.1 years Trade name and other3,350(1,139)2,2113.1 years Domains and data licenses2,625(835)1,7903.9 years Restaurant and user relationships29,400(2,817)26,5839.1 yearsTotal$ 50,300$ (11,006)$ 39,294 WeightedGrossNetAverageCarryingAccumulatedCarryingRemainingAmountAmortizationAmountLifeDecember 31, 2014: Content$4,299$(1,393)$2,9063.6 years Advertiser relationships1,853(1,853)—0.0 years Developed technology1,963(861)1,1024.2 years Trade name and other596(469)1271.4 years Domains and data licenses1,977(326)1,6514.5 yearsTotal$10,688$(4,902)$5,786Amortization expense for the years ended December 31, 2015, 2014 and 2013 was approximately $6.5 million, $2.4 million and $2.3 million,respectively.F-22Table of ContentsAs of December 31, 2015, the estimated future amortization of purchased intangible assets for (i) each of the succeeding four years and (ii) the succeedingfifth year and thereafter were as follows (in thousands): Year Ending December 31,Amount2016$6,85120176,70820186,24420195,3582020 and thereafter14,133Total amortization$ 39,2949. ACCRUED LIABILITIESAccrued liabilities as of December 31, 2015 and 2014 consist of the following (in thousands): December 31,December 31, 2015 2014Restaurant payable$12,654$—Accrued vacation4,6623,972Accrued commissions4,5464,198Accrued hosting9751,478Accrued marketing2,144304Accrued income, withholding and business taxes1,5131,354Fixed asset purchase commitments1,3186,329Accrued payroll tax1,9381,251Merchant revenue share liability1,2121,218Accrued employee related expenses1,4201,209Accrued employee stock purchase plan liability817907Accrued facilities and deferred rent4,9253,615Other accrued expenses5,3343,746 Total$ 43,458$ 29,58110. OTHER INCOME (EXPENSE), NETOther income (expense), net for the years ended December 31, 2015, 2014 and 2013 consist of the following (in thousands):Year Ended December 31, 2015 2014 2013Net interest income$622$375$62Transaction losses on foreign exchange(687)(121)(251)Other non-operating income (loss), net451(33)(218) Other income (expense), net$ 386$ 221$ (407)F-23Table of Contents11. COMMITMENTS AND CONTINGENCIESOffice Facility Leases—The Company leases its office facilities under operating lease agreements that expire from 2016 to 2025. Certain leaseagreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. Rentalexpense was $30.9 million, $14.6 million and $8.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.The Company’s minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year wereas follows as of December 31, 2015 (in thousands):OperatingYear Ending December 31,Leases201634,5422017 41,064201843,311201943,360202044,427Thereafter129,874Total minimum lease payments336,578The Company has subleased certain office facilities under operating lease agreements that expire in 2021. The Company recognizes sublease rentals as areduction in rental expense on a straight-line basis over the lease period. Sublease rentals were $1.4 million, zero and zero in the years ended December 31,2015, 2014 and 2013, respectively.Legal Proceedings—The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation andclaims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these matters will have a material adverseeffect on the Company’s business, financial position, results of operations or cash flows.In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the NorthernDistrict of California, naming as defendants the Company and certain of its officers. The lawsuits allege violations of the Securities Exchange Act of 1934, asamended, by the Company and certain of its officers for allegedly making materially false and misleading statements regarding the Company’s business andoperations between October 29, 2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, the plaintiffs filed a consolidatedcomplaint seeking unspecified monetary damages and other relief. Following the court’s dismissal of the consolidated complaint on April 21, 2015, theplaintiffs filed a first amended complaint on May 21, 2015. On November 24, 2015, the court dismissed the first amended complaint with prejudice, andentered judgment in the Company’s favor on December 28, 2015. The plaintiffs have appealed this decision to the U.S. Court of Appeals for the NinthCircuit.On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County,naming as defendants the Company and Eat24. The lawsuit asserts that the defendants failed to permit meal and rest periods for certain current and formeremployees working as Eat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare CommissionWage Orders and the California Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. OnMay 29, 2015, plaintiffs filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. InJanuary 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount of up to approximately $550,000.Once finalized, the settlement will be subject to court approval.F-24Table of ContentsOn June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees,against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtimewages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial WelfareCommission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, aswell as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under thePrivate Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount ofup to approximately $200,000. Once finalized, the settlement will be subject to court approval.Indemnification Agreements—In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers,vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of suchagreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company hasentered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnifythem against certain liabilities that may arise by reason of their status or service as directors, officers or employees.While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnificationarrangements will have a material effect on the Company’s financial position, results of operations or cash flows.Payroll Tax Audit—In June 2015, the IRS began a payroll tax audit of the Company for 2014 and 2013. The Company has assessed the estimated rangeof such loss and as of December 31, 2015, a liability of $0.3 million has been recorded. The Company expects the audits and any related assessments to befinalized by December 31, 2016.12. STOCKHOLDERS’ EQUITYThe following table presents the number of shares authorized and issued and outstanding as of the dates indicated: December 31, 2015December 31, 2014 Shares Shares SharesIssued andSharesIssued andAuthorizedOutstandingAuthorizedOutstandingStockholders’ equity:Class A common stock, $0.000001 par value200,000,00066,535,156200,000,00063,062,071Class B common stock, $0.000001 par value100,000,0009,447,646100,000,0009,858,511Common stock, $0.000001 par value200,000,000—200,000,000—Undesignated Preferred Stock10,000,000—10,000,000—F-25Table of ContentsCommon Stock Reserved for Future IssuanceAs of December 31, 2015, the Company had reserved shares of Class A and Class B common stock for future issuances in connection with the following: Options outstanding8,206,356Restricted stock units and awards outstanding4,094,832Available for future stock option and restricted stock units and awards grants2,662,911Available for future ESPP offerings1,645,970Total reserved for future issuance16,610,069Follow-On OfferingIn October 2013, the Company closed a follow-on offering of 4,312,500 shares of its Class A common stock (inclusive of 562,500 shares of Class Acommon stock from the full exercise of the overallotment option of shares granted to the underwriters). The public offering price of the shares sold in theoffering was $67.00 per share. The total gross proceeds from the offering to the Company were $288.9 million. After deducting underwriting discounts andcommissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled approximately $276.5 million.Equity Incentive PlansThe Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), the2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company terminated the2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue tobe governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering (“IPO”),all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan.All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issueincentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performanceunits and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants.F-26Table of ContentsStock OptionsStock options granted under the 2012 Plan are granted at a price per share not less than the fair value at date of grant. Options granted to date generallyvest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10%vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on amonthly basis. Options granted are generally exercisable for up to 10 years.A summary of stock option activity for the year ended December 31, 2015 is as follows:Options OutstandingWeighted-AverageWeighted-RemainingAggregate Average Contractual IntrinsicNumber ofExerciseTermValue SharesPrice(in years)(in thousands)Outstanding - December 31, 20149,037,935$19.647.26$ 324,160Granted466,00045.40Exercised(933,113)13.13 Canceled(364,466)40.09Outstanding - December 31, 2015 8,206,356$20.936.44$92,454Options vested and expected to vest as of December 31, 20158,021,326$20.556.40$91,837Options vested and exercisable as of December 31, 20155,774,527$ 16.345.95$81,881Aggregate intrinsic value represents the difference between the closing price of the Company’s Class A common stock and the exercise price ofoutstanding, in-the-money options. The total intrinsic value of options exercised was approximately $26.2 million, $108.7 million and $90.7 million for theyears ended December 31, 2015, 2014 and 2013, respectively.The weighted-average grant date fair value of options granted was $22.48, $41.84 and $16.75 per share for the years ended December 31, 2015, 2014 and2013, respectively.As of December 31, 2015, total unrecognized compensation costs, adjusted for estimated forfeitures, related to unvested stock options was approximately$32.3 million, which is expected to be recognized over a weighted-average time period of 1.61 years.F-27Table of ContentsThe following table summarizes information about outstanding and vested stock options as of December 31, 2015:Options OutstandingExercisableWeighted-AverageWeightedWeightedNumber ofRemainingAverageAverage OptionsLifeExerciseNumber ofExerciseExercise Price RangeOutstanding (Years) Price Options Price$1.00 - $6.92124,8743.624.02120,7073.98$7.162,609,6735.017.162,609,6737.16$8.16 - $18.85 930,0286.1914.52735,58013.49$18.91 - $21.13261,6678.0820.47125,97220.28$21.181,798,4557.1021.181,023,95521.18$21.24 - $26.03923,0606.9525.05534,64824.86$26.89 - $45.50870,0907.6134.36389,63032.90$47.79 - $78.18672,9418.2461.20227,16462.70$82.421,8758.6682.4262582.42$94.4213,6937.8494.426,57394.42Total8,206,3566.4420.935,774,52716.34RSUs and RSAsThe cost of RSUs and RSAs is determined using the fair value of the Company’s common stock on the date of grant. RSUs and RSAs generally vest over afour-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vestingover the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis.A summary of RSU and RSA activity for the year ended December 31, 2015 is as follows:Restricted Stock UnitsRestricted Stock AwardsWeighted-Weighted-AverageAverageGrantGrantNumber ofDate FairNumberDate Fair Shares Value of Shares ValueUnvested--December 31, 20141,131,849$64.9630,9709.48Granted3,940,82135.60——Released(423,917)53.64 (29,408)9.38Canceled(555,549)53.32(1,250)11.40Unvested--December 31, 2015 4,093,204$ 39.4531211.68As of December 31, 2015, the Company had approximately $136.5 million of unrecognized stock-based compensation expense, net of estimatedforfeitures, related to RSUs and RSAs, which will be recognized over the remaining weighted-average vesting period of approximately 3.32 years.F-28Table of ContentsEmployee Stock Purchase PlanThe ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of up to 15%of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period that began prior toDecember 1, 2014, employees were able to purchase shares at 85% of the lower of the fair market value of the Company’s Class A common stock on the firsttrading day of the offering period or on the last day of the offering period. At the end of each offering period that began December 1, 2014 or later, employeesare able to purchase shares at 85% of the fair market value of the Company’s Class A common stock on the last day of the offering period. There were 312,697shares purchased by employees under the ESPP at a weighted-average purchase price of $28.50 per share during the year ended December 31, 2015. TheCompany recognized $4.3 million of stock-based compensation expense related to the ESPP during the year ended December 31, 2015.Stock-Based Compensation ExpenseThe fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuationmodel for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation,including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility in the fair market valueof the Company’s Class A common stock, a risk-free interest rate, expected dividends and the estimated forfeitures of unvested stock options. Nocompensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life and volatility is based on anaverage of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based onthe U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on theCompany’s historical experience.The Company uses the straight-line method for expense attribution. For the years ended December 31, 2015, 2014 and 2013, the weighted-averageassumptions are as follows:Year Ended December 31,201520142013 Dividend yield — — —Annual risk-free rate1.78%2.07%1.25%Expected volatility 49.27% 57.56% 60.83%Expected term (years)6.116.176.17The following table presents the weighted-average assumptions used to estimate the fair value of the ESPP for the years ended December 31, 2015, 2014and 2013:Year Ended December 31,201520142013 Dividend Yield — — —Annual risk-free rate0.22%0.18%0.19%Expected volatility 45.32% 47.14% 56.30%Expected term (years)0.861.091.25F-29Table of ContentsThe following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements ofoperations during the periods presented (in thousands):Year Ended December 31, 2015 2014 2013Cost of Revenue$1,117$729$421Sales and marketing21,96215,08310,131Product development23,43114,8046,270General and administrative14,33211,6579,300Restructuring and integration——555 Total stock-based compensation in income (loss) before income taxes$ 60,842$ 42,273$ 26,677Benefit from income taxes(402)(15,064)— Total stock-based compensation effects in income (loss)$60,44027,20926,677During the years ended December 31, 2015, 2014 and 2013, the Company capitalized $3.0 million, $2.3 million and $0.5 million, respectively, of stock-based compensation expense as website development costs.13. NET INCOME (LOSS) PER SHAREBasic and diluted net income (loss) per share attributable to common stockholders are presented in conformity with the “two-class method” required forparticipating securities. Shares of Class A and Class B common stock are the only outstanding equity in the Company. The rights of the holders of Class Aand Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per shareand each share of Class B common stock is entitled to ten votes per share. Shares of Class B common stock may be converted into Class A common stock atany time at the option of the stockholder, and are automatically converted upon sale or transfer to Class A common stock, subject to certain limitedexceptions, and in connection with certain other conversion events.Basic net income (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted netincome per share is computed using the weighted-average number of shares of common stock and, if dilutive, potential shares of common stock outstandingduring the period. The Company’s potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stockoptions, shares issuable upon the vesting of RSUs and, to a lesser extent, unvested shares subject to RSAs and purchases related to the ESPP. The dilutiveeffect of these potential shares of common stock is reflected in diluted earnings per share by application of the treasury stock method. The computation of thediluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income (loss) per shareof Class B common stock does not assume the conversion of Class B common stock.The undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for theyear have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, asthe conversion of Class B common stock is assumed in the computation of the diluted net income (loss) per share of Class A common stock, the undistributedearnings are equal to net income (loss) for that computation.F-30Table of ContentsThe following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):Year Ended December 31,201520142013 Class A Class B Class A Class B Class A Class BBasic net income (loss) per shareattributable to common stockholders: Numerator: Net income (loss) (28,694) (4,206)31,1785,295 (6,291) (3,777) Accretion of redeemable convertible preferred stock—————— Allocation of undistributed earnings(28,694)(4,206)31,1785,295(6,291)(3,777) Denominator: Weighted-average shares outstanding65,1359,54861,49210,44441,03324,632Basic net income (loss) per share attributable to common stockholders:(0.44)(0.44)$ 0.51$ 0.51$ (0.15)$ (0.15)Diluted net income (loss) per shareattributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations(28,694)(4,206)$31,178$5,295$(6,291)$(3,777) Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares(4,206)—5,295——— Reallocation of undistributed earnings to Class B shares———911— — Allocation of undistributed earnings(32,900)(4,206)$36,473$6,206 $(6,291)$(3,777) Denominator: Number of shares used in basic calculation65,1359,54861,49210,44441,03324,632 Weighted-average effect of dilutive securities Conversion of Class B to Class A common shares outstanding9,548—10,444——— Stock options—— 4,3772,584—— Other dilutive securities— —39925—— Number of shares used in diluted calculation74,6839,54876,71213,05341,03324,632Diluted net income (loss) per shareattributable to common stockholders:(0.44)(0.44)$0.48$0.48$(0.15)$(0.15)F-31Table of ContentsThe following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effectwould have been anti-dilutive for the periods presented (in thousands): Year Ended December 31,2015 2014 2013Stock options8,2067111,101 Restricted stock units and awards4,095 —517Contingently issuable shares 309— —14. INCOME TAXESThe Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under thismethod, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amountsand the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differencesare expected to be reversed.The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands): 2015 2014 2013United States$ (18,604)$ 13,083$ (6,184)Foreign (2,334) (1,803) (3,046) Total$(20,938) $11,280 $(9,230)The income tax provision is composed of the following (in thousands): 2015 2014 2013Current: Federal$ (10)$ —$ — State370704145 Foreign1,0101,3221,189 $1,370 2,0261,334Deferred: Federal$3,505$(14,806) $— State 6,245 (7,613)— Foreign842(4,800)(496) 10,592 (27,219) (496)Total (benefit) provision for income taxes$11,962$(25,193)$838F-32Table of ContentsThe following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: 2015 2014 2013Tax benefit at federal statutory rate 35.00% 35.00% 34.00%State-net of federal effect5.323.634.71Foreign rate differential(10.03)(2.17)(33.11)Stock-based compensation(3.60)12.76(1.21)Acquisition costs(0.38) —(0.51) Meals and entertainment (2.63)3.75(3.74)Tax credits14.30 (23.37) 39.77Change in valuation allowance(96.18)(248.14) (45.02)Change in tax rate(0.73)(4.72)—Benefit for tax only asset4.99——Other(3.15)(0.08)(3.95)Effective tax rate(57.09)%(223.34)%(9.06)%In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of deferred tax assetswill not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichthose temporary differences become deductible.The effective tax rate in 2015 reflects a $20.3 million expense associated with establishing a valuation allowance against certain domestic deferred taxassets. At the end of 2015, the Company could not assert at the required more-likely-than-not level of certainty, that its domestic operations would generatesufficient taxable income to realize all of its deferred tax assets after considering the relative impact of all evidence, positive and negative. In making itsevaluation, the Company considered recent domestic cumulative losses as a significant piece of negative evidence. As a result, the Company established avaluation allowance against its deferred tax assets in the year ended December 31, 2015.Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets andliabilities for the periods presented (in thousands): 2015 2014Deferred tax assets: Reserves and others$ 8,656$ 6,584 Stock-based compensation26,23617,933 Contribution carryforward1,7821,889 Net operating loss carryforward7,04810,611 Tax credit carryforward 8,985 4,957 Gross deferred tax assets52,70741,974Valuation allowance(20,542)(4,159) Total deferred tax assets 32,165 37,815Deferred tax liabilities: Depreciation and amortization(28,896)(10,738) Total deferred tax liabilities(28,896)(10,738)Net deferred tax assets3,269$27,077F-33Table of ContentsAt December 31, 2015, the Company had federal and state net operating loss carryforwards of approximately $171.0 million and $140.6 million,respectively, expiring beginning in 2024 and 2016, respectively. The Company also had trading losses in Ireland of $8.9 million at December 31, 2015. TheIreland trading losses may be carried forward indefinitely against Ireland profits. The Company had losses of $8.1 million and $1.4 million in Germany andFrance, respectively, which may be carried forward indefinitely against profits in the respective jurisdictions as a result of the acquisition of Qype. AtDecember 31, 2015, the Company had federal research credit carryforwards of approximately $3.0 million that expire beginning in 2024, and Californiaresearch credit carryforwards of approximately $4.1 million that do not expire. At December 31, 2015, the Company also had $5.1 million of CaliforniaEnterprise Zone credit, expiring beginning in 2024.Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitationsprovided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operatinglosses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the InternalRevenue Code, to result in a limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, Qypeloss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations.As a result of certain realization requirements of the accounting guidance for stock-based compensation expense, the table of deferred tax assets andliabilities shown above does not include certain deferred tax assets at December 31, 2015 and 2014 that arose directly from (or the use of which waspostponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Approximately $164.1 million offederal net operating losses, $125.7 million of state net operating losses, $1.8 million of Ireland net operating losses, $1.3 million of federal research anddevelopment tax credits and $0.1 million of state Enterprise Zone credits are related to tax stock option deductions in excess of book deductions. TheCompany uses the accounting guidance for income taxes for purposes of determining when excess tax benefits have been realized. This amount will becredited to stockholders’ equity when it is realized on the tax return.It is the intention of the Company to reinvest the earnings from Darwin Social Marketing Inc., Yelp UK Ltd. and Yelp Ireland Holding Company Limitedand its subsidiaries. The Company does not provide for U.S. income taxes of foreign subsidiaries as such earnings are to be reinvested indefinitely. As ofDecember 31, 2015, the Company estimates $2.2 million of cumulative earnings upon which U.S. income taxes have not been provided. The income taxliability would be insignificant if these earnings were to be repatriated.As of December 31, 2015, 2014 and 2013, the Company had $5.0 million, $3.3 million and $1.8 million, respectively, of unrecognized tax benefits. Areconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): 2015 2014 2013Balance at the beginning of the year$ 3,276$ 1,774$ 611 Increase based on tax positions related to the prior year (31) 693 Increase based on tax positions related to the current year 1,804 1,433 1,160Balance at the end of the year$5,049$3,276$1,774As of December 31, 2015, the Company had $4.7 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. TheCompany’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During each of the years ended December31, 2015, 2014 and 2013, the Company had an immaterial amount related to the accrual of interest and penalties.F-34Table of ContentsIn addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federaland state income tax returns for fiscal years 2004 through 2015 remain open to examination. In the Company’s most significant foreign jurisdictions —Ireland, United Kingdom and Germany — the open tax years range from 2010 to 2015. The Company regularly assesses the likelihood of adverse outcomesresulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with taxauthorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that anadequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted withcertainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company couldbe required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits is notcertain, the Company believes that it is reasonably possible that its unrecognized tax benefits could be reduced by up to $0.2 million over the 12 monthsfollowing December 31, 2015.15. RELATED PARTY TRANSACTIONSThe Company does not have any significant related party transactions.16. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREASThe Company considers operating segments to be components of the Company in which separate financial information is available that is evaluatedregularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decisionmaker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis,accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance.The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levelsor components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reporting segment.The table below presents the Company’s revenue by product line for the periods presented (in thousands). During the three months ended June 30, 2015,the Company began tracking revenue for the transactions product line, which consists of Eat24, Platform transactions and the sale of Yelp Deals and GiftCertificates. The Company has presented transactions revenue separately in the tables and discussion for prior periods for purposes of comparison.Year Ended December 31, 2015 2014 2013Net revenue by product: Local $ 448,236$ 319,137$ 192,983 Transactions43,8545,2473,879 Brand advertising 31,012 34,482 27,960 Other services26,609 18,670 8,166 Total net revenue$549,711$377,536$232,988For the years ended December 31, 2015, 2014 and 2013, revenue generated internationally was 2.2%, 2.9% and 4.6% of net revenue, respectively.Revenue by geography is based on the billing address of the customer. No individual customer accounted for 10% or more of consolidated net revenue inany such period.F-35Table of ContentsThe following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands): December 31,2015 2014 2013United States$ 78,675$ 73,344 $ 29,186 All Other Countries 5,493 5,900 1,786 Total long-lived assets$84,168$79,244$30,972F-36EXHIBIT 21.1SUBSIDIARIESDarwin Social Marketing Inc. (Canada)Darwin Sweden AB (Sweden)Eat24, LLC (Delaware)Qype GmbH (Germany)Qype Ltd. (England and Wales)Qype SARL (France)Qype Spain S.L. (Spain)Yelp Australia Pty. Ltd (Australia)Yelp Brazil Serviços de Marketing Ltda. (Brazil)Yelp Deutschland GmbH (Germany)Yelp España S.L. (Spain)Yelp France SAS (France)Yelp Ireland Holding Company Limited (Ireland)Yelp Ireland Limited (Ireland)Yelp Italia S.r.l.Yelp Japan, G.K. (Japan)Yelp Singapore PTE Ltd. (Singapore)Yelp UK Ltd (England and Wales)EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-191967 on Form S-3 and Registration Statement Nos. 333-180221, 333-187545, 333-192016, 333-194260, and 333-202332 on Form S-8 of our reports dated February 24, 2016, relating to the consolidated financial statements ofYelp Inc. and subsidiaries, and the effectiveness of Yelp Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K ofYelp Inc. for the year ended December 31, 2015./s/ DELOITTE & TOUCHE LLPSan Francisco, CaliforniaFebruary 24, 2016EXHIBIT 31.1CERTIFICATIONSI, Jeremy Stoppelman, certify that:1. I have reviewed this Annual Report on Form 10-K of Yelp Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: February 24, 2016/s/ Jeremy Stoppelman Jeremy StoppelmanChief Executive OfficerEXHIBIT 31.2CERTIFICATIONI, Rob Krolik, certify that:1. I have reviewed this Annual Report on Form 10-K of Yelp Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: February 24, 2016/s/ Rob KrolikRob KrolikChief Financial OfficerEXHIBIT 32.1CERTIFICATIONPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 ofChapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jeremy Stoppelman, Chief Executive Officer of Yelp Inc. (the “Company”), and RobKrolik, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2015, to which this Certification is attached as Exhibit 32.1 (the“Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.In Witness Whereof, the undersigned have set their hands hereto as of the 24th day of February, 2016./s/ Jeremy Stoppelman/s/ Rob KrolikJeremy Stoppelman Rob KrolikChief Executive OfficerChief Financial OfficerThis certification accompanies the Annual Report on Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and isnot to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

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