UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2016

YELP INC.
(Exact name of registrant as specified in its charter)

140 New Montgomery Street, 9^th Floor
San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On August 9, 2016, Yelp Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2016.  A copy of the press release, entitled “Yelp Announces Second Quarter 2016 Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 to this Current Report.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On August 5, 2016, Geoff Donaker notified the Company’s Board of Directors (the “Board”) of his decision to step down from his position as Chief Operating Officer, effective August 9, 2016.  On August 5, 2016, the Board appointed Joseph Nachman, the Company’s Chief Revenue Officer, to serve as Chief Operating Officer, effective August 9, 2016.

Mr. Donaker will continue to serve as a member of the Board, and entered into a transition agreement (the “Agreement”) with the Company on August 8, 2016, pursuant to which he will remain employed by the Company in an advisory capacity through March 9, 2017.  Under the terms of the Agreement, which is included as Exhibit 10.1 to this Current Report, Mr. Donaker will continue receiving his current base salary ($1.00 annually) and benefits so long as he remains employed by the Company.  Mr. Donaker will thereafter be eligible to receive compensation pursuant to the Company’s non-employee director compensation program, as well as to continue vesting in his outstanding equity awards, for so long as he continues to serve on the Board.

The foregoing is only a brief description of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the Agreement.

(d)       Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 10.1

August 8, 2016                                                                                                                    

Re:       Terms of Transition

Dear Geoff:

This letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your transition from Yelp in connection with the notice you provided on August 5, 2016 of your intent to resign as Yelp’s Chief Operating Officer.  

1.       Transition Period.  Your last day of regular employment as the Company’s Chief Operating Officer will be August 9, 2016 (the “Regular End Date”).  After that date, you agree to make yourself available, as requested by Yelp from time to time, in an advisory capacity (the “Transition Period”).  You will remain a full-time employee during the Transition Period, which will end on March 9, 2017.  The actual last day of your employment with Yelp is your “Separation Date,” and is intended to be the date when your Transition Period ends, but may be an earlier date if your employment is terminated pursuant to Paragraph 6 below.

2.       Compensation.  You will continue to be paid your current base salary ($1.00 annually) through the Separation Date.  However, you agree that, after the Regular End Date, you will cease accruing paid time off (“PTO”), having access to Company-paid parking and earning any additional benefits except as may be expressly set forth in this Agreement or as required by law.  Yelp will pay you any PTO that you accrue through the Regular End Date, and compensation that you earn through the Separation Date, subject to Yelp’s standard payroll practices.

3.       Equity Awards. After the Separation Date, the terms of the awards you have been granted under the Company’s equity plans, including your right to exercise vested stock options, will continue to be governed by the terms of your operative agreements with Yelp and the applicable equity plans.  For purposes of such equity plans and agreements, Yelp agrees that your continued service on the board of directors of Yelp Inc. after the Separation Date will satisfy the “Continuous Service” requirement for continued vesting of your awards.

4.       Benefits.  Your group health insurance coverage will remain in effect until the last day of the month in which the Separation Date occurs.  Yelp will continue to pay, on your behalf, the portion of your health insurance premium that would ordinarily be deducted from your paycheck through such date.

5.       Subsidiary and Affiliate Positions.  Your signature below constitutes your resignation as an officer and director of all subsidiaries and affiliates of Yelp that you hold as a result of your service as Chief Operating Officer (but does not apply to your service on the board of directors of Yelp Inc.).  Such resignation will be effective as of the Separation Date, and you agree that you will take any and all actions necessary to ensure an orderly transition of such positions.

6.      Termination.  The Transition Period (and your employment) may be terminated at any time if (a) you resign, or (b) Yelp terminates your employment due to your (i) material breach of Yelp policy or procedure or other misconduct, (ii) material breach of any written agreement with Yelp, including, but not limited to, this Agreement, or (iii) failure to perform your job duties as assigned to you in a timely and satisfactory manner during the Transition Period.  In the event of an Early Termination, you will receive no further compensation or benefits from Yelp other than as expressly provided herein or as required by applicable law.  Nothing in this Agreement is intended to affect the at-will status of your employment with Yelp.

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833

7.       Proprietary Information Obligations.  You acknowledge and reaffirm your obligation to comply with the Confidentiality and Inventions Assignment Agreement you signed as a condition of your employment with Yelp.

8.       Executive Severance Benefit Plan.  You agree that the benefits set forth in this Agreement replace in their entirety any benefits you may now or in the future be entitled to under the Company’s Executive Severance Benefits Plan established effective January 6, 2012 (the “Severance Plan”), and you waive all rights thereunder.

9.       Release of Claims.

   a.    General Release.  You hereby generally and completely release Yelp and its predecessors, successors, affiliates, parent and subsidiary entities, as well as each of their current and former directors, officers, employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions that occurred prior to or on the date that you sign this Agreement (collectively, the “Released Claims”).

   b.    Scope of Release.  The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with Yelp, or the termination of that employment; (ii) all claims related to your compensation and benefits from Yelp, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units or any other ownership interests in Yelp; (iii) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including, without limitation, claims for fraud, defamation, emotional distress and discharge in violation of public policy; and (v) all federal, state and local statutory claims, including, without limitation, claims for discrimination, harassment, retaliation, privacy, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal National Labor Relations Act of 1935, the federal Family and Medical Leave Act, the federal Fair Credit Reporting Act, the federal Employee Retirement Income Security Act, the California Investigative Consumer Reporting Agencies Act, the California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, the California Family Rights Act, the Wage Orders of the California Industrial Welfare Commission, in each case as amended, and, in each case, similar laws in other jurisdictions.  If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to Yelp.

   c.    Excluded Claims.  Notwithstanding the foregoing, the following are not included in the Released Claims (collectively, the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with Yelp to which you are a party, the certificate of incorporation and bylaws of Yelp, or under applicable law; (ii) any rights that are not waivable as a matter of law; and (iii) any rights you have under this Agreement.  In addition, nothing in this Agreement prevents you from filing, cooperating with or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor or the California Department of Fair Employment and Housing, except that you hereby waive your right to any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833

  d.     ADEA Waiver.  You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (“ADEA Waiver”), and that the benefits given under this Agreement for the ADEA Waiver are in addition to anything of value to which you were already entitled.  You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (i) your ADEA Waiver does not apply to any rights or claims that may arise after the date you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign this Agreement earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke the Agreement by providing written notice to Yelp; and (v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement (the “Effective Date”).

10.     Section 1542 Waiver.  In giving the releases herein, which include claims that may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of claims herein, including, but not limited to, your release of unknown claims.

11.    Return of Yelp Property and Information.  You agree to search diligently to locate all Yelp documents, materials, information, communications and other Yelp property that you control or have had in your possession at any time, including, without limitation, (a) all Yelp confidential and proprietary information and (b) any materials or information on your personal computer, server and e-mail system (collectively, “Yelp Property”).  You agree to return all Yelp Property and copies thereof no later than the Separation Date, or destroy them if Yelp requests; provided, however, that Yelp agrees to provide you with continued access to and limited use of your Yelp e-mail account (not to conduct Yelp business without prior approval by Yelp) until the Separation Date.

12.    Non-Disparagement.  You agree that you will not (a) disrupt, or take any action that could reasonably be expected to disrupt, any aspect of Yelp’s business or operations, or (b) disparage, criticize, or otherwise take actions that could reasonably be expected to harm the reputation of, or lead to unwanted or unfavorable publicity for, Yelp, its subsidiaries and affiliates, or any of their respective current or former officers, directors, management, clients, users, products or services, except for truthful statements that are expressly required by law.  You agree to submit to Yelp, and Yelp agrees to review, prior to publication, any book, memoir, article or other work authored by you, published under your name or otherwise created at your direction, relating to Yelp, to discuss and determine in good faith whether such material violates the prohibitions contained in this Paragraph 12. Yelp agrees (through its officers and directors) not to disparage, criticize, or otherwise take actions that could reasonably be expected to harm your business or professional reputation, except for truthful statements that are expressly required by law.

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833

13.    Representations.  You hereby represent that (a) you have been paid all compensation owed and for all hours worked, and, as to any further alleged wages, you agree that there is a good-faith dispute as to whether such wages are due, and based on this good-faith dispute, you release and waive any and all further claims regarding unpaid wages and any corresponding penalties, interest or attorneys’ fees, in exchange for the benefits provided by this Agreement; (b) you have received all the leave and leave benefits and protections for which you are eligible, pursuant to the Family and Medical Leave Act, the California Family Rights Act or otherwise; and (c) have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

14.    Dispute Resolution.  Any dispute, claim or controversy of whatever nature arising out of or relating to this Agreement (including any other agreement(s) contemplated hereunder), including, without limitation, any action or claim based on tort, contract or statute, or concerning the interpretation, performance or execution of this Agreement, will be resolved by confidential, final and binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in San Francisco, California, before a single arbitrator, in accordance with JAMS’ then-applicable arbitration rules.  You acknowledge that by agreeing to this arbitration procedure, you and Yelp waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding.  You will have the right to be represented by legal counsel at any arbitration proceeding.  The arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award and the arbitrator’s essential findings and conclusions on which the award is based.  Yelp will bear all JAMS fees for the arbitration.  Nothing in this Agreement will prevent any of the parties from obtaining injunctive relief in court if necessary to prevent irreparable harm pending the conclusion of any arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments in any court of competent jurisdiction.

15.    Miscellaneous.  This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and Yelp with regard to its subject matter.  It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations (including your employment offer letter and the Severance Plan).  This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of Yelp.  This Agreement will bind the heirs, personal representatives, successors and assigns of both you and Yelp, and inure to the benefit of both you and Yelp, their heirs, successors and assigns.  If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable to the fullest extent permitted by law.  This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.  Any ambiguity in this Agreement will not be construed against either party as the drafter.  Any waiver of a breach of this Agreement must be in writing to be effective and will not be deemed to be a waiver of any successive or other breach.  This Agreement may be executed in counterparts, and facsimile and electronic image signatures will be equivalent to original signatures

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833

If these terms are acceptable to you, please sign and date in the space indicated below and return the signed copy to me within twenty-one (21) calendar days.  After you sign the Agreement, you may revoke your acceptance by notifying me in writing.  Such written notice must be received no later than the close of business on the seventh (7^th) calendar day after you signed the Agreement.  If you revoke the Agreement, then you will not be entitled to any of its benefits except those required by law.

Sincerely,
Yelp Inc.

I have read, understood and hereby agree to the terms as set forth above, and further acknowledge that no other commitments were made to me in connection with my transition from the Company except as specifically set forth in this Agreement.                             

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833

Exhibit 99.1

Yelp Announces Second Quarter 2016 Financial Results

Local Revenue Increases 41% Over Second Quarter 2015

Jed Nachman Promoted to Chief Operating Officer

SAN FRANCISCO--(BUSINESS WIRE)--August 9, 2016--Yelp Inc. (NYSE: YELP), the company that connects people with great local businesses, today announced financial results for the second quarter ended June 30, 2016.

• Net revenue was $173.4 million in the second quarter of 2016, reflecting 30% growth over the second quarter of 2015.
• Cumulative reviews grew 30% year over year to approximately 108 million.
• App Unique Devices grew 27% year over year to approximately 23 million on a monthly average basis¹.
• Local advertising accounts grew 32% year over year to approximately 128,000.

GAAP net income in the second quarter of 2016 was $0.4 million, or $0.01 per share, compared to a GAAP net loss of ($1.3) million, or ($0.02) per share, in the second quarter of 2015. Adjusted EBITDA for the second quarter of 2016 was $28.1 million compared to $22.7 million in the second quarter of 2015. Non-GAAP net income, which consists of net income excluding stock-based compensation and amortization, was $12.5 million for the second quarter, or $0.16 per share, compared to $9.4 million, or $0.12 per share, in the second quarter of 2015.

“We had a great second quarter with local revenue growth accelerating to 41% year over year,” said Jeremy Stoppelman, Yelp’s co-founder and chief executive officer. “Our mission is to connect people with great local businesses and we did that through more than 300 million connections in the second quarter – which include mobile calls, clicks for map views and directions, food orders, restaurant reservations, and new reviews, among other actions. In the second half of the year, we look to execute against our three strategic priorities of growing the core local advertising business, boosting awareness of Yelp and driving transactions.”

Second Quarter Operating Summary

• Local revenue totaled $151.9 million, representing 41% growth compared to the second quarter of 2015.
• Transactions revenue totaled $15.5 million, representing 37% growth compared to the second quarter of 2015.
• Other revenue totaled $6.0 million which declined 6% compared to the second quarter of 2015.

Business Highlights

• Local Revenue: Local revenue growth accelerated to 41% year over year to $151.9 million driven by strength across the local, national and self-serve channels and improved revenue retention.
• Transactions: Yelp expanded its transactions capabilities by adding five new platform partners in the second quarter of 2016, and consumers can now transact with over 100,000 local businesses on Yelp Platform. Total transaction volume, which consists of transactions and bookings through Eat24, Yelp Reservations and Yelp Platform, grew 49% in the quarter over the same quarter in 2015.
• Partnership and Investment in Nowait: Yelp has partnered with and made a small investment in Nowait, a mobile platform that allows restaurants to manage their waitlists. In the coming months, Nowait will be integrated onto Yelp Platform, allowing consumers to conveniently view wait times at thousands of restaurants and even add themselves to the waitlists remotely via the Yelp app.

Jed Nachman Promoted to Chief Operating Officer

The company announced that Jed Nachman has been appointed chief operating officer effective August 9, 2016. Geoff Donaker will be retiring from the COO position after 11 years with Yelp. Donaker will continue as a strategic advisor to the company and retain his seat on Yelp's board of directors.

“We are excited about Jed’s move to COO,” said Jeremy Stoppelman, Yelp’s co-founder and CEO. “Since joining Yelp in 2007, Jed has grown the revenue organization from 10 to over 2,400 team members and has brought a tremendous amount of energy, leadership and accountability to the company. As an integral member of our executive team, I am confident that Jed will build on our successes thus far as we are just starting to capture the large opportunity ahead of us.”

“For more than a decade, Geoff Donaker has been an important part of Yelp and our journey from a small start-up to a thriving public company today,” said Stoppelman. “His leadership and contributions have been exceptional as we have grown our user base, our employee base and our operations around a durable business model that has delivered strong revenue growth. His advice has been invaluable, and the executive team and I look forward to his continued involvement in Yelp’s future.”

“It has been a privilege and an incredibly rewarding experience to serve as COO, bringing Yelp to new markets, growing revenue to over half a billion dollars and working with such a talented leadership team,” said Geoff Donaker. “Having worked closely with Jed throughout his tenure at Yelp, I am confident he will continue to thrive in this new role. I strongly believe in Yelp’s mission and the opportunity to transform the way consumers and local businesses connect, and I look forward to continued engagement as a strategic advisor and board member.”

Business Outlook

As of today, Yelp is providing its outlook for the third quarter of 2016 and increasing its outlook for revenue and adjusted EBITDA for the full year of 2016.

• For the third quarter of 2016, net revenue is expected to be in the range of $180 million to $184 million, representing growth of approximately 27% compared to the third quarter of 2015 at the midpoint of the range. Adjusted EBITDA is expected to be in the range of $24 million to $28 million. Stock-based compensation is expected to be in the range of $21 million to $23 million, and depreciation and amortization is expected to be approximately 5% of revenue.
• For the full year of 2016, net revenue is expected to be in the range of $700 million to $708 million, representing growth of approximately 28% compared to full year 2015 at the midpoint of the range. Adjusted EBITDA is expected to be in the range of $100 million to $108 million. Stock-based compensation is expected to be in the range of $85 million to $87 million, and depreciation and amortization is expected to be approximately 5% of revenue.

For more information regarding the non-GAAP financial measures discussed in this release, please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below. Guidance for adjusted EBITDA excludes stock-based compensation expense, depreciation and amortization expense, other (income) expense, net, and provision (benefit) for income taxes. We have not reconciled adjusted EBITDA guidance to GAAP net income (loss) because we do not provide guidance on GAAP net income (loss) or the reconciling items between adjusted EBITDA and GAAP net income (loss), other than stock-based compensation expense and depreciation and amortization, as a result of the uncertainty regarding, and the potential variability of, these items. The actual amount of net income (loss) and such reconciling items will have a significant impact on our adjusted EBITDA. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.

Quarterly Conference Call

To access the call, please dial 1 (844) 795-4421, or outside the U.S. 1 (661) 378-9638, with Passcode 51266273, at least five minutes prior to the 1:30 p.m. PT start time. A live webcast of the call will also be available at http://www.yelp-ir.com under the Events & Presentations menu. An audio replay will be available between 4:30 p.m. PT August 9, 2016 and 11:59 p.m. PT August 16, 2016 by calling 1 (855) 859-2056 or 1 (404) 537-3406, with Passcode 51266273. The replay will also be available on the Company's website at http://www.yelp-ir.com.

About Yelp

Yelp Inc. (http://www.yelp.com) connects people with great local businesses. Yelp was founded in San Francisco in July 2004. Since then, Yelp communities have taken hold in major metros across more than 30 countries. Approximately 23 million unique devices¹ accessed Yelp via the Yelp app, approximately 73 million unique visitors visited Yelp via desktop computer² and approximately 69 million unique visitors visited Yelp via mobile website³ on a monthly average basis during the second quarter of 2016. By the end of the same quarter, Yelpers had written approximately 108 million rich, local reviews, making Yelp the leading local guide for real word-of-mouth on everything from boutiques and mechanics to restaurants and dentists.

¹ Calculated as the number of unique devices accessing the app on a monthly average basis over a given three-month period, according to internal Yelp logs.

² Calculated as the number of “users,” as measured by Google Analytics, accessing Yelp via desktop computer on a monthly average basis over a given three-month period.

³ Calculated as the number of “users,” as measured by Google Analytics, accessing Yelp via the mobile website on a monthly average basis over a given three-month period.

Non-GAAP Financial Measures

This press release includes information relating to adjusted EBITDA, non-GAAP net income and non-GAAP net income per share, each of which the Securities and Exchange Commission has defined as a "non-GAAP financial measure." Adjusted EBITDA, non-GAAP net income and non-GAAP net income per share have been included in this press release because they are key measures used by Yelp management and board of directors to understand and evaluate core operating performance and trends, to prepare and approve its annual budget and to develop short- and long-term operational plans. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

Adjusted EBITDA and non-GAAP net income have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of Yelp’s financial results as reported under GAAP. 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, and adjusted EBITDA and non-GAAP net income do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
• adjusted EBITDA does not reflect changes in, or cash requirements for, Yelp's 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 Yelp; and
• other companies, including those in Yelp’s industry, may calculate adjusted EBITDA and non-GAAP net income differently, which reduces their usefulness as comparative measures.

Because of these limitations, you should consider adjusted EBITDA, non-GAAP net income and non-GAAP net income per share alongside other financial performance measures, including various cash flow metrics, net income (loss) and Yelp’s other GAAP results. Additionally, Yelp has not reconciled its adjusted EBITDA outlook for the third quarter and full year 2016 to its net income (loss) outlook because it does not provide an outlook for other income (expense), net and provision (benefit) for income taxes, which are reconciling items between net income (loss) and adjusted EBITDA. As items that impact net income (loss) are out of Yelp’s control and cannot be reasonably predicted, Yelp is unable to provide such an outlook. Accordingly, reconciliation to net income (loss) outlook for the third quarter and full year 2016 is not available without unreasonable effort. For a reconciliation of historical non-GAAP financial measures to the nearest comparable GAAP measures, see the non-GAAP reconciliations included below in this press release.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, the future performance of Yelp and its consolidated subsidiaries that are based on Yelp’s current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements regarding expected financial results for the third quarter and full year 2016, Yelp’s priorities for 2016 and its ability to execute against those priorities, Yelp’s ability to improve its margins, Yelp’s ability to capture a meaningful share of the large local market and capitalize on the significant opportunity of local ad dollars shifting to online, the future growth in Yelp revenue and continued investing by Yelp in its future growth, Yelp’s ability to drive daily usage and engagement (particularly on mobile), increase awareness of and engagement on Yelp among consumers, and deliver value to local businesses, Yelp’s ability to increase transactions completed on its platform, Yelp’s ability to take advantage of trends toward app usage and native advertising and to become the leading destination for consumers connecting with great local businesses. Yelp’s actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Factors that could cause or contribute to such differences include, but are not limited to: Yelp’s limited operating history in an evolving industry; Yelp’s ability to generate sufficient revenue to regain profitability, particularly in light of its significant ongoing sales and marketing expenses; Yelp’s ability to successfully manage acquisitions of new businesses, solutions or technologies, such as Eat24, and to integrate those businesses, solutions or technologies; Yelp’s reliance on traffic to its website from search engines like Google and Bing; Yelp’s ability to generate and maintain sufficient high quality content from its users; maintaining a strong brand and managing negative publicity that may arise; maintaining and expanding Yelp’s base of advertisers; changes in political, business and economic conditions, including any European or general economic downturn or crisis and any conditions that affect ecommerce growth; fluctuations in foreign currency exchange rates; Yelp’s ability to deal with the increasingly competitive local search environment; Yelp’s need and ability to manage other regulatory, tax and litigation risks as its services are offered in more jurisdictions and applicable laws become more restrictive; the competitive and regulatory environment while Yelp continues to expand geographically and introduce new products and as new laws and regulations related to Internet companies come into effect; Yelp’s ability to timely upgrade and develop its systems, infrastructure and customer service capabilities. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

More information about factors that could affect Yelp’s operating results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Yelp’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at http://www.yelp-ir.com or the SEC's website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to Yelp on the date hereof. Yelp assumes no obligation to update such statements.

CONTACT:
Investor Relations
Yelp Inc.
Allie Dalglish, 415-635-2412
ir@yelp.com