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 we develop, value and use our intellectual property and the valuations of our intercompany transactions. For example, our corporate structure includes legal entities located in jurisdictions with income tax rates lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entities in accordance with arm’s length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. We believe 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 worldwide effective tax rate.

However, significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by changes in the valuation of our deferred tax assets and liabilities, or by changes in 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 to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing 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 could increase our worldwide effective tax rate and harm our financial position and results of operations. As we operate in numerous taxing jurisdictions, the application of tax laws can also be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.

Changes 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 current practices, existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits that we intend to eventually derive could be undermined due to changing tax laws or new interpretations of existing laws that are inconsistent with previous interpretations or positions taken by taxing authorities on which we have relied.

~~Table of Contents~~

~~In particular,~~For example, the U.S. Tax Cuts and Jobs Act ~~or the Tax Act,~~(the "Tax Act"), which was enacted on December 22, 2017, made broad and complex changes to the U.S. tax code, including, among other things, reducing the federal corporate tax rate. ~~Although we have concluded that~~As currently enacted, beginning in 2022, the Tax Act ~~had an immaterial net~~will require us to capitalize research and development expenses with amortization periods over five and fifteen years, which would have a material and adverse impact on our ~~financial statements, we~~effective tax rate and cash flows. Although there is pending legislation in Congress to repeal this requirement or defer it to 2026, the outcome of that legislation is uncertain. We also expect ~~additional regulatory or accounting~~further guidance may be forthcoming from the Financial Accounting Standards Board and the SEC, as well as regulations, interpretations and rulings from federal and state agencies, which could impact our consolidated financial statements.

~~Some~~Furthermore, taxing authorities in various jurisdictions worldwide have enacted or proposed new tax laws, rules and regulations directed at taxing the digital economy and multinational entities. As part of its Base Erosion and Profit Sharing Project, the Organization for Economic Co-operation and Development has published proposals and blueprints covering issues including country-by-country reporting, transfer pricing rules and taxation of digital services. Various jurisdictions have also unilaterally enacted or are considering a digital services tax on ~~technology~~ companies that generate revenues from the provision of digital ~~services,~~services. These ongoing efforts to modernize the international tax framework and ~~a number of other jurisdictions are considering enacting similar digital tax regimes. These efforts are alongside~~address the Organization for Economic Co-operation and Development’s ongoing work, as part of its Base Erosion and Profit Shifting (BEPS) Action Plan, to issue a final report in 2020 that provides a long-term, multilateral proposal on taxationdigitalization of the ~~digital~~global economy could increase our future tax obligations. The Company will continue to monitor the developments and ~~could impact~~assess any impacts on our long-term tax planning and consolidated financial statements.

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 Internal Revenue Service or other taxing authorities assess additional taxes as a result of examinations or changes to applicable law or interpretations of the law, we may be required to record charges to our operations, which could harm our business, operating results and financial condition.

Table of Contents

~~Our business and results of operations may be harmed if we are deemed responsible for the collection and remittance of state sales taxes for orders placed through our platform.~~

If we are deemed an agent for the order-enabled businesses on our platform under state tax law, we may be deemed responsible for collecting and remitting sales taxes 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 to such sales. These taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales, use or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which would harm our business and results of operations.

Risks Related to Regulatory Compliance and Legal Matters

We are, and may be in the future, subject to disputes and assertions ~~by third parties~~ that we violate ~~their rights.~~the rights of other parties. These disputes may be costly to defend and could 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~~other parties, including patent, trademark, copyright and other intellectual property rights, and the rights of current and former employees, users and business owners. For example, various businesses 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 our business also exposes us to claims relating to the information posted on our platform, including claims for defamation, libel, negligence and patent, copyright or trademark infringement, among others. For example, businesses have in the past claimed, and may in the future claim, that we are responsible for the ~~defamatory~~content of reviews posted by our users. We expect claims like these to continue, and potentially increase in proportion to the amount of content on our platform. In some instances, 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 are unsuccessful in our efforts to defend against these claims. For example, ~~recently enacted legislation~~laws in Germany may impose significant fines for failure to comply with certain content removal and disclosure obligations. If we elect or are compelled to remove content from our platform, our products and services may become less useful to consumers and our traffic may decline, which would have a negative impact on our business. This risk may increase if Congressional efforts to restrict the protections afforded us by ~~Section~~CDA 230 ~~of the Communications Decency Act~~ are successful. This risk may also be greater in certain jurisdictions outside of the United States where our protection from such liability may be unclear.

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~~claims in order to extract value from technology companies. From time to time, we receive complaints that certain of our products and services may violate the intellectual property rights of others, and have previously been involved in patent lawsuits, including lawsuits involving plaintiffs targeting multiple defendants in the same or similar suits. While we ~~are pursuing~~have pursued a number of patent applications, we currently have only limited patent protection for our core business, and the contractual restrictions and trade secrets that protect our proprietary technology provide only

~~Table of Contents~~

limited safeguards against ~~infringement.~~appropriation. This may make it more difficult to defend certain of our intellectual 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~~ the ~~number 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 the claims are without merit, the costs associated with defending against them may be substantial in terms of time, money and management distraction. In particular, 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. The development of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Even if claims do not result in litigation or are resolved in our favor without significant cash settlements, such matters, and the time and resources necessary to resolve them, could harm our business, results of operations and reputation.

Our business is subject to complex and evolving ~~U.S.~~domestic and foreign laws, regulations and other legal obligations related to privacy, data protection, data security and other matters. Our actual or perceived failure to comply with such laws, regulations and obligations could harm our business.

We are subject to ~~a variety of~~numerous domestic and foreign laws ~~in the United States~~ and ~~abroad~~regulations that involve matters central to our business, including laws regarding privacy, data ~~retention, distribution of~~protection, data security, user-generated content and consumer protection, among ~~others.~~others, as described in more detail under "Business—Government Regulation" under Item 1 of this Annual Report. For example, ~~because we receive, store and process personal information and other user data, including credit card information,~~ we are subject to numerous ~~federal, state and local~~ laws around the world ~~regarding privacy~~that restrict the collection, use, storing, processing and ~~the storing, sharing, use, processing,~~ disclosure ~~and protection~~ of personal information and other user data. We are also subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results.

~~The application~~ We operate in a rapidly evolving industry, and ~~interpretation of these~~many laws and regulations that impact our business are ~~often uncertain, particularly~~being proposed, are still evolving or are being tested in courts, which adds to the complexity of operating our business.

Table of Contents

Our business could be adversely affected if we are required to change our current policies, practices or the design of our platform, products or features based on new ~~and rapidly evolving industry in which we operate.~~laws, regulations or judicial interpretations. 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 are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. Therethere have ~~also~~ been ~~various~~ongoing Congressional efforts to restrict the scope of the critical liability protections ~~available~~afforded to online platforms like ours under ~~Section~~CDA 230, which could increase our content moderation costs and our exposure to liability in connection with the publication of third-party content, including user-generated reviews. Changes to CDA 230 could also cause us to remove more third-party content from our platform, particularly critical consumer commentary, in response to takedown demands that may or may not be legitimate, which would negatively affect the quality and quantity of information available through our service.

Similarly, regulatory frameworks for privacy issues and behavioral advertising are currently in flux worldwide and are trending toward more restrictive obligations, reflecting increased public scrutiny of the ~~Communications Decency Act,~~practices of companies offering online services with respect to the personal information and behavior of their users. Changes to privacy and data security laws in particular could make it more difficult for consumers to use our ~~current protections from liability~~platform, resulting in lower traffic and revenue, or make it more difficult for us to provide effective advertising tools to businesses on our platform, resulting in fewer advertisers and lower revenue. For example, in addition to giving residents expansive rights related to their personal information, California law restricts the “sale” of personal information and the use of cookies and similar technologies for certain advertising purposes. If these and other future restrictions negatively impact our ability to offer ad products that are highly targeted to audience interests, or to measure the effectiveness of our ad products, such as our ability to offer store-level attribution through integrations with third-party ~~content~~data partners, our ability to maintain and expand our base of advertisers will be harmed.

These challenges may be compounded to the extent that different jurisdictions adopt inconsistent or conflicting laws and regulations applicable to our business, which would add complexity to our operations and increase our compliance costs. For example, laws in all states and U.S. territories require businesses to notify affected individuals and governmental entities of the occurrence of certain security breaches affecting personal information. However, these laws are not consistent, and compliance with them in the ~~United States could decrease or change as~~event of a ~~result.~~

widespread data breach would be complex and costly. It is also possible that the interpretation and application of various laws and regulations may conflict with other rules or our practices, such as industry standards to which we adhere, our privacy policies and our privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification bodies). ~~Similarly, our business could be adversely affected if new~~

Uncertainty regarding the application and interpretation of existing laws and regulations due to court challenges or evolving legislation ~~or regulations are adopted that require us to change our current practices or the design of our platform, products or features.~~may also result in a significantly greater compliance burden for us. For example, ~~regulatory frameworks for privacy issues are currently in flux worldwide, and are likely to remain so for~~a decision by the ~~foreseeable future due to increased public scrutiny~~European Court of Justice of the ~~practices~~European Union called into question one of ~~companies offering online services with respect to~~the primary safeguards allowing transfers of personal information of their users. The U.S. government, including the Federal Trade Commission and the Department of Commerce, and many state governments are reviewing the need for greater regulation of the collection, processing, storage and use of information about consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In April 2016, the European Commission approved a new safe harbor program, the E.U.-U.S. Privacy Shield, covering the transfer of personal data from ~~the European Union~~Europe to the United States and most other countries under the U.S.-E.U. Privacy Shield Framework. The E.U. and the United States continue to negotiate a new ~~general~~set of safeguards that may impose additional obligations and requirements with respect to the transfer of E.U. personal data ~~protection regulation took~~to other jurisdictions, which in turn may increase the legal risks and liabilities under the GDPR and local E.U. laws associated with cross-border data transfers, as well as result in material increases in our compliance and operational costs. If we are unable to implement a valid solution for personal information transfers from Europe, we will face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from Europe and may be required to increase our data processing capabilities in Europe at significant expense. Similarly, in November 2020 California voters approved a ballot measure to enact the CPRA, which will come into effect in 2023 and significantly modifies the ~~European Union in May 2018, each~~privacy obligations under the CCPA, creating uncertainty and requiring us to incur additional costs and expenses. Other states and countries have passed their own privacy legislation (for example, Virginia and Canada) or have such legislation pending. Aspects of ~~which~~the CCPA, CPRA and other laws remain unclear and we may be ~~subject~~required to ~~varying interpretations~~modify our practices further in an effort to comply with them.

In addition to various laws and ~~evolving practices that would create uncertainty for us. Similarly,~~regulations, we must comply with the ~~California Consumer Privacy Act, or CCPA,~~technical requirements and policies of the search engines, application marketp lace operators, mobile operating system s and other thir d-party products and services on which became effective in January 2020, created new data privacy rights for users and it remains unclear how this legislation will be interpreted. 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 and less revenue.we rely. For example, ~~if privacy legislation negatively impacts~~Apple recently made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our ability to target and measure ~~the effectiveness of~~advertising. If we do not comply with these requirements, we could lose access to such products and services, which would harm our ~~products, such as our ability to offer store-level attribution through integrations with third-party data partners, our ability to maintain and expand our base of advertisers will be harmed.~~

business.

~~We believe that~~Our actual or perceived failure to comply with laws, regulations and other obligations could lead to costly legal action, adverse publicity, significant liability and decreased demand for our ~~policies~~services, which could adversely affect our business, results of operations and ~~practices~~financial condition. For example, our failure or perceived failure to comply with applicable laws and ~~regulations. However, if our belief proves incorrect, if these guidelines, laws or~~regulations may result, and in some cases has resulted, in inquiries and other proceedings and actions against us by governments, regulations or ~~their interpretations change~~others. Responding to and resolving any future litigation, investigations, settlements or ~~new legislation or regulations are enacted, or if~~other regulatory actions may require significant time and resources, and could diminish confidence in, and the ~~third parties with whom we share user information fail to comply with such guidelines, laws, regulations or their~~

~~Table~~use of, ~~Contents~~

~~contractual obligations to us, we~~our products. We may also be forced to implement new measures to reduce our legal ~~exposure. This~~exposure, which may require us to expend substantial resources, delay development of new products or discontinue certain products or features, which would negatively impact our business. For example, if we fail to comply with our privacy-related obligations to users or third parties, or any compromise of

Table of Contents

security that results in the unauthorized release or transfer of ~~personally identifiable~~personal information or other user data, we may be compelled to provide additional disclosures to our users, obtain additional consents from our users before collecting or using their information or implement new safeguards to help our users manage our use of their information, among other changes. ~~We may also face litigation, governmental enforcement actions or~~Any resulting negative publicity ~~which~~ could ~~cause~~adversely affect our ~~users~~reputation and ~~advertisers to lose trust in us and have an adverse effect on our business. For example, from time to time we receive inquiries from government agencies regarding our business practices. Although~~brand, regardless of whether the internal resources expended and expenses incurred in connection with such inquiries and their resolutions have not been material to date, any resulting negative publicity could adversely affect our reputation and brand. Responding to and resolving any future litigation, investigations, settlements or other regulatory actions may require significant time and resources, and could diminish confidence in and the use of our products.are material.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board 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 listing requirements of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations has increased, and will likely continue to increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and place significant strain on our personnel, systems and resources. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time. This could result in continuing uncertainty regarding compliance matters, higher administrative expenses and a diversion of management’s time and attention. Further, if our compliance efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public company that 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 in the future be required to accept reduced coverage or incur substantially higher costs to obtain or retain adequate coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

Risks Related to Ownership of Our Common Stock

Our share price has been and will likely continue to be volatile.

The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in ~~this “Risk Factors” section~~these Risk Factors and elsewhere in this Annual Report, factors that may cause volatility in our share price include:

•the short- and long-term impacts of the COVID-19 pandemic, as well as the timing and pace of the recovery;

•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;

•repurchases of our common stock pursuant to our stock repurchase program, which could also cause our stock price to be higher that it would be in the absence of such a program and could potentially reduce the market liquidity for our stock;

•announcements of changes in strategy;

•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;

~~Table of Contents~~

•actions of securities analysts who cover our company, such as publishing research or forecasts about our business (and our performance against such forecasts), changing the rating of our common stock or ceasing coverage of our company;

•investor sentiment, including that of derivatives traders, with respect to us or our competitors, business partners and industry in general;

•any disruption to the proper operation of our network infrastructure or compromise of our security measures;

•any failure to maintain effective controls or difficulties encountered in their implementation or improvement;

•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;

Table of Contents

•changes in the way we measure our key metrics;

•sales of our 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 or interest rate changes.

Furthermore, the stock markets have recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. ~~These~~In some cases, these fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. For example, in January 2018, we and certain of our officers were sued in a putative class action lawsuit alleging violations of the federal securities laws 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 could harm our business.

We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves.

Since we implemented our stock repurchase program in July 2017, our board of directors has authorized the repurchase of up to an aggregate of ~~$950 million~~$1.2 billion of our common stock, of which ~~$269~~$194.7 million ~~remains~~remained available as of February 18, 2022 and which does not have an expiration date. Although our board of directors has authorized this repurchase program, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The actual timing and amount of repurchases remain subject to a variety of factors, including liquidity, cash flow and market conditions, all of which may be negatively impacted by the ongoing pandemic. In addition, the terms of our Credit Agreement with Wells Fargo Bank, National Association impose limitations on our ability to repurchase shares during the term of our revolving credit facility. We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. The program could affect the trading price of our stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock. In addition, this program could diminish our cash and cash equivalents, and marketable securities.

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 depend on appreciation in the price of our common stock.

We 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. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize future gains on their investments.

~~Table of Contents~~

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a change in control or changes in our board and management. 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 Chief Executive Officer;

•establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

Table of Contents

•establish that our board of directors is divided into ~~three~~ classes, with directors ~~in each class~~ serving ~~three-year~~ staggered ~~terms;~~terms, until our 2023 annual meeting of stockholders when the classes will be fully phased out;

•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; and

•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 and certain provisions of our amended and restated certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Our amended and restated certificate of incorporation ~~provides~~and bylaws provide that the Court of Chancery of the State of Delaware and the U.S. federal district courts will be the exclusive ~~forum~~forums for the adjudication of certain disputes, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum ~~for:~~for the following types of actions or proceedings under Delaware statutory or common law:

•any derivative action or proceeding brought on our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Yelp to us or our stockholders;

•any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware, our amended and restated certificate of incorporation or our amended and restated bylaws; and

•any action asserting a claim against us that is governed by the internal affairs doctrine.

This exclusive-forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Furthermore, section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the ~~Exchange Act~~threat of inconsistent or ~~any claim for which~~contrary rulings by different courts, among other considerations, our amended and restated bylaws provide that the U.S. federal district courts will be the exclusive forum for resolving any compliant asserting a cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive ~~jurisdiction~~forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation and bylaws. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in such other jurisdictions.

These exclusive-forum provisions further ~~provides~~provide that any person or entity that acquires any interest in shares of our capital stock will be deemed to have notice of and consented to ~~the~~such provisions ~~of such provision. This exclusive-forum provision~~and may limit a stockholder's ability to bring a claim in a judicial

~~Table of Contents~~

forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find ~~this~~either exclusive-forum provision to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business.

Future sales of our common stock in the public market could cause our share price to decline.

Sales of a substantial number of shares of our common stock in the public market, particularly sales by our directors, officers, employees and significant stockholders, or the perception that these sales might occur, could depress the market price

Table of Contents

of our common stock and could impair our ability to raise capital through the sale of additional equity securities. As of December 31, ~~2019,~~2021, we had ~~71,185,468~~72,170,920 shares of common stock outstanding.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our principal executive offices in North America are currently located at ~~140 New Montgomery~~350 Mission Street, San Francisco, California, where we lease office space pursuant to a lease agreement that expires in ~~2021.~~2030. We also lease ~~additional~~ office space in ~~San Francisco, California; Scottsdale, Arizona; Chicago, Illinois; New York, New York; Pittsburgh, Pennsylvania; Washington, D.C.;~~multiple cities across North America and ~~internationally in Toronto, Canada; London, England; and Hamburg, Germany.~~Europe. We believe that our properties are generally suitable to meet our needs for the foreseeable ~~future. In addition,~~future and, to the extent we require additional space in the future, we believe that it would be available on commercially reasonable terms.

Item 3. Legal Proceedings.

~~In January 2018, a putative class action lawsuit alleging violations~~For information regarding material legal proceedings in which we are involved, see "Legal Proceedings" in Note 13, "Commitments and Contingencies," of the federal securities laws was filed in the U.S. District Court for the Northern District of California, naming as defendants us and certain of our officers. The complaint, which the plaintiff amended on June 25, 2018, alleges violations of the Exchange Act by us and our officers for allegedly making materially false and misleading statements regarding our business and operations on February 9, 2017. The plaintiff seeks unspecified monetary damages and other relief. On August 2, 2018, we and the other defendants filed a motionNotes to ~~dismiss the amended complaint, which the court granted in part and denied in part on November 27, 2018. On October 22, 2019, the Court approved a stipulation to certify a class~~Consolidated Financial Statements included in this ~~action. The case remains pending.~~

~~In addition, we~~Annual Report, which is incorporated herein by reference. We are also subject to ~~other~~ legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently do not believe that the final outcome of any of these ~~other~~ matters will have a material effect on our business, financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock, par value $0.000001 per share, is listed on the New York Stock Exchange LLC ~~or NYSE,~~("NYSE") under the symbol “YELP.”

Stockholders

As of the close of business on February ~~21, 2020,~~18, 2022, there were 4238 stockholders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors that our board of directors may deem relevant.

Performance Graph

We have presented below the cumulative total return to our stockholders during the period from December 31, ~~2014~~2016 through December 31, ~~2019~~2021 in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index. All values assume a $100 initial investment and data for the NYSE Composite Index and NYSE Arca Tech 100 Index assume reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.

The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any

3742

Table of Contents

filing of Yelp under the Securities Act or the Exchange Act, 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 Securities

The following table summarizes our stock repurchase activity for the three months ended December 31, ~~2019~~2021 (in thousands except for price per share):

Period
Total Number
of Shares Purchased⁽¹⁾
Average Price Paid per Share⁽²⁾
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
October 1 - October 31, 2019 — $ — — $ 25,007
November 1 - November 30, 2019 196 $ 30.78 196 $ 18,989
December 1 - December 31, 2019 — $ — — $ 18,989


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
October 1 - October 31, 2021	547	$	38.97	547	$	295,422
November 1 - November 30, 2021	601	$	38.06	601	$	272,557
December 1 - December 31, 2021	1,160	$	35.26	1,160	$	231,664

⁽¹⁾ ~~On November 27, 2018,~~Since its initial authorization in July 2017, our board of directors authorized us to repurchase up to an ~~additional $250 million~~aggregate of $1.2 billion of our outstanding common stock, ~~under our ongoing stock repurchase program,~~of which ~~the board initially authorized in July 2017. Following our completion of repurchases under this authorization, our board of directors approved a further $250~~$194.7 million ~~increase to our stock repurchase program on February 11, 2019, $19 million of which~~ remained available as of ~~December 31, 2019.~~

~~On January 15, 2020, our board of directors authorized another $250 million increase to our stock repurchase program, bringing the total~~February 18, 2022. The actual timing and amount of repurchases ~~authorized under our stock repurchase program to $950 million, of which approximately $269 million remains available. The timing of repurchases and number of shares repurchased~~ depend on a variety of factors, including liquidity, cash flow and market conditions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Stock Repurchase Program" included under Part II, Item 7 in this Annual Report.

⁽²⁾ Average price paid per share includes costs associated with the repurchases.

Item 6. ~~Selected Consolidated Financial Data.~~[Reserved].

~~The following selected consolidated financial data should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations~~,” and our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 are derived from the audited consolidated financial statements that are included elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2016 and 2015, as well as the consolidated balance sheet data as of December 31, 2017, 2016 and 2015 are derived from audited consolidated financial statements that are not included in this Annual Report. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of 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 the future.

3843

Table of Contents

~~Consolidated Statements of Operations Data:~~

Year Ended December 31,
2019 2018 2017 2016
2015⁽¹⁾
(in thousands, except per share amounts)
Net revenue $ 1,014,194 $ 942,773 $ 850,847 $ 716,063 $ 549,711
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)⁽
62,410 57,872 70,518 60,363 51,015
Sales and marketing 500,386 483,309 437,424 379,895 301,764
Product development 230,440 212,319 175,787 138,549 107,786
General and administrative 136,091 120,569 109,707 100,475 80,866
Depreciation and amortization 49,356 42,807 41,198 35,346 29,604
Restructuring and integration — — 288 3,455 —
Gain on disposal of a business unit — — (163,697) — —
Total costs and expenses 978,683 916,876 671,225 718,083 571,035
Income (loss) from operations 35,511 25,897 179,622 (2,020) (21,324)
Other income, net 14,256 14,109 4,864 1,694 386
Income (loss) before income taxes 49,767 40,006 184,486 (326) (20,938)
Provision for (benefit from) income taxes 8,886 (15,344) 31,491 1,385 11,962
Net income (loss) attributable to common stockholders $ 40,881 $ 55,350 $ 152,995 (1,711) (32,900)
Net income (loss) per share attributable to common stockholders:
Basic $ 0.55 $ 0.66 $ 1.87 $ (0.02) $ (0.44)
Diluted $ 0.52 $ 0.62 $ 1.76 $ (0.02) $ (0.44)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic 74,627 83,573 81,602 77,186 74,683
Diluted 77,969 88,709 87,170 77,186 74,683

⁽¹⁾~~Amounts for 2015 have not been recast to reflect the adoption of Accounting Standards Update 2014-09, "Revenue from Contracts with Customers (ASC 606)," or ASC 606. Refer to~~ ~~Note 2~~,"~~Summary of Significant Accounting Policies~~,~~" of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information regarding adoption.~~

~~Consolidated Balance Sheet Data:~~

As of December 31,
2019 2018 2017 2016
2015⁽¹⁾
(in thousands)
Cash and cash equivalents $ 170,281 $ 332,764 $ 547,850 $ 272,201 $ 171,613
Property, equipment and software, net $ 110,949 114,800 $ 103,651 $ 92,440 $ 80,467
Working capital⁽²⁾
$ 399,154 795,364 $ 826,922 $ 500,780 $ 393,505
Total assets⁽³⁾
$ 1,070,700 1,175,563 $ 1,225,601 $ 894,145 $ 755,427
Total long-term liabilities⁽³⁾
$ 181,554 35,140 $ 30,737 $ 17,621 $ 12,030
Total stockholders’ equity $ 754,991 1,075,518 $ 1,108,697 $ 816,138 $ 693,620

⁽¹⁾ ~~Amounts for 2015 have not been recast to reflect the adoption of ASC 606.~~

⁽²⁾ ~~Working capital comprises total current assets less total current liabilities.~~

⁽³⁾~~Amounts for 2019 reflect the adoption of Accounting Standards Update No. 2016-02, "Leases (Topic 842)." Refer to~~ ~~Note 2,~~"~~Summary of Significant Accounting Policies~~,~~" of the Notes to Consolidated Financial Statements for additional information regarding adoption.~~

~~Table of Contents~~

Item 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 consolidated financial statements and related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included under Part I, Item 1A and elsewhere in this Annual Report. See “Special Note Regarding Forward-Looking Statements” in this Annual Report.

Overview

As one of the best known internet brands in the United States, Yelp is a trusted local resource ~~we deliver significant~~for consumers and a partner in success for businesses of all sizes. Consumers trust us for our more than 220 million ratings and reviews of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of purchase-oriented and generally affluent consumers. We believe our ability to provide value to both consumers and businesses ~~by helping each discover and interact~~not only fulfills our mission to connect consumers with the other. Our unrivaled content helps consumers save time and money. Our advertising and other products help business owners increase their visibility and connect with our large audience of purchase-oriented consumers.

~~Our comprehensive, mobile-first platform offers reservation and waitlist, food ordering and quote request capabilities, among many other opportunities for consumers to engage with~~great local businesses, in addition to the 189.9 million reviews available as of December 31, 2019. In the fourth quarter of 2019, these features attracted a monthly average audience of nearly 35.6 million app unique devices, allowed over 8.8 million diners to make reservations or join a restaurant waitlist, and facilitated consumer submissions of 2.1 million projects to service providers through Request-A-Quote. In the same period, business owners, in turn, promoted their businesses to our large audience by spending 10% more on our advertising products thanbut also positions us well in the ~~fourth quarter of 2018, seated more than double~~local, digital advertising market in the ~~number of diners via Yelp compared to the fourth quarter of 2018, and received millions of leads through Request-A-Quote.~~United States.

We ~~derive~~generate substantially all of our revenue ~~from~~through the sale of performance-based advertising ~~products.~~products, which our advertising platform matches to individual consumers through auctions priced on a CPC basis. In the year ended December 31, ~~2019,~~2021, our net revenue was $1.0 billion, ~~which represented an increase of 8%~~up 18% from the year ended December 31, ~~2018,~~2020 and 2% from the year ended December 31, 2019, and we recorded net income of ~~$40.9~~$39.7 million and adjusted EBITDA of ~~$213.5~~$246.3 million. In the year ended December 31, ~~2018,~~2020, our net revenue was ~~$942.8~~$872.9 million, which represented ~~an increase~~a decrease of ~~11%~~14% from the year ended December 31, ~~2017,~~2019, and we recorded a net ~~income~~loss of ~~$55.4~~$19.4 million and adjusted EBITDA of ~~$183.1~~$140.3 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 “—Non-GAAP Financial Measures” below.

In 2021, we delivered record annual revenue and profitable growth despite a difficult operating environment through consistent execution of our strategic initiatives and an elevated pace of product innovation:

•we built increasingly differentiated product experiences for both consumers and businesses in our Services categories through the launch of new products and features that help better match consumers with the right Services businesses, resulting in an increase in the percentage of monetized leads and record average revenue per paying advertising location in our Services categories;

~~Following~~•improvements to the claim and ad purchase flows as well as marketing improvements drove record customer acquisition and strong retention in our ~~transition~~Self-serve channel; revenue from this channel grew 45% year over year to reach a ~~multi-channel, on-demand business model,~~new record in 2021 and also increased as a percentage of our total advertising revenue;

•our Multi-location sales team’s efforts to strengthen customer relationships as well as our introduction of new Multi-location ad products, expansion of our attribution solution and full launch of our off-platform solution drove record revenue from our Multi-location channel, which increased by approximately 30% year over year and also increased as a percentage of our total advertising revenue;

•we ~~completed~~delivered more value to advertisers through many new ad formats as well as improvements to our advertising system, resulting in ~~2018 with~~ad clicks increasing by 24% and average CPC decreasing by 5% year over year, even as our ~~move~~consumer traffic remained impacted by ongoing concerns about COVID-19 and its variants; and

•the savings from our smaller local sales force, efficiencies resulting from our growth initiatives and our decision to ~~non-term advertising contracts, we embarked~~remain working on ~~an ambitious, multi-year business transformation plan designed to drive~~a distributed basis permanently helped us achieve positive net income and ~~sustain profitable long-term growth. As we continue executing on our plan~~a record annual adjusted EBITDA margin in ~~2020, we will look to further advance~~2021.

Our performance in 2021 demonstrates that the ~~strategic~~ initiatives we began in ~~2019:~~2019 successfully transformed Yelp into a stronger, more efficient and product-led business. In 2022, we plan to build on the structural improvements to our business by continuing to invest in our key strategic initiatives as set forth below, as well as expanding our focus to include the consumer experience:

•~~Winning in Key Categories.~~ ~~We made significant accomplishments in 2019 in our key categories of restaurants~~Grow quality leads and home & local services. In restaurants, we more than doubled the number of diners seated via Yelp and increased the combined revenue attributable to Yelp Reservations and Yelp Waitlist by a double-digit percentage compared to 2018, while in home & local services we significantly increased paid leads to advertisers and increased revenue attributable to Request-A-Quote by nearly 60% compared to 2018. We believe these categories continue to present substantial opportunities for revenue growth, and plan to pursue those opportunities in 2020 by increasing monetization of our ~~restaurants offerings through price optimization~~Services categories. We continue to believe that differentiating the Services experience will allow us to both monetize more of our consumer traffic and ~~cross selling, and increasing~~convert more Services businesses into

Table of Contents

advertisers. In addition to differentiating the ~~number~~product experience, we plan to explore opportunities to improve lead quality as well as the distribution of ~~paid~~ leads ~~delivered~~ to ~~home & local services advertisers.~~match more consumers with the right Services businesses for their projects.

•~~Expanding Our Product Offerings.~~Drive sales through our most efficient channels ~~Our introduction of~~. In 2022, we are continuing to explore ways to drive businesses through our fully digital Self-serve channel by marketing and a ~~range of paid products at affordable price points~~more streamlined ads purchase flow, offering new tools to drive business owner engagement and providing businesses with more control over ~~the course of 2019, including~~their ad campaigns. We also plan to further expand our ~~Business Highlights, Portfolios~~Multi-location product offerings and ~~Yelp Connect products, attracted thousands of~~attribution solutions as well as leverage our strengthened customer relationships to both acquire new Multi-location customers and ~~helped accelerate revenue growth in~~expand our self-serve channel to 30% in 2019. Matching advertisers to the right products at the right prices will be a top priority for us in 2020, and we plan to introduce additional profile products in 2020 that will help business ~~owners tell their stories and build trust~~ with existing customers.

•~~Providing More Value to Business Owners.~~ ~~In 2019, we delivered significantly~~Deliver more value to advertisers. In 2022, we plan to continue improving the relevance and value of our customers — we generated 34% more ad clicks for Yelp advertisers at an average CPC 18% lower than in 2018 — and saw improved retention among non-term advertisers as a result. We accomplished this through improvements to our advertising auction system and ad targeting,ads by introducing new formats as well as by ~~expanding advertising inventory~~driving efficiency through ad system optimizations and improved matching.

•Enhance the consumer experience. We plan to invest in ~~certain~~a broad set of consumer product and marketing initiatives designed to drive consumer engagement and content contributions. We are also investing in product initiatives to further differentiate the experience between categories ~~such~~and increase engagement, as ~~home & local services.~~well as bring the consumer experience on our Android app in line with our iOS app.

We expect that our expenses will remain relatively flat throughout the year following an increase from the fourth quarter of 2021 to the first quarter of 2022 as we invest in our strategic initiatives. We also expect that revenue will grow relatively consistently on an absolute basis throughout the year as the benefits of our initiatives build following a slight decrease from the fourth quarter of 2021 to the first quarter of 2022, reflecting seasonal trends.

Factors Affecting Our Performance

COVID-19. The COVID-19 pandemic has had, and may to continue to have, a significant adverse impact on our business and results of operations. Although vaccines are currently available and some public health restrictions have eased, the number of COVID-19 cases has continued to fluctuate, negatively impacting consumer confidence and user activity on our platform in turn. User activity in our Restaurants, Retail and Other categories has been particularly sensitive to changes in consumer confidence and, as a result, traffic and revenue in these categories remained below their pre-pandemic 2019 levels in 2021. While the positive trends we have seen in user activity during periods of higher consumer confidence and looser public health restrictions give us confidence that traffic will return organically as the pandemic recedes, it is not possible for us to predict the remaining duration of the pandemic, the severity of future COVID-19 variants and resulting restrictions, or the duration or magnitude of the adverse impact on our business. Even after the COVID-19 pandemic has subsided, health measures taken by governments and private industry in response to the pandemic may have a long-term adverse effect on the economy. Adverse macroeconomic conditions have historically been particularly challenging for the SMBs on which we rely and any protracted economic downturn would have significant negative effects on our business.

Investment in Growth. In ~~2020,~~2022, we plan to ~~continue generating~~invest heavily in our strategic initiatives to grow quality leads and monetization of our Services categories, expand our Self-serve and Multi-location channels, deliver more value to advertisers and enhance the consumer experience. These initiatives will require substantial investments that may not prioritize short-term financial results, depend on our ability to develop innovative, relevant and useful products in a timely manner, and involve significant risks and uncertainties. For example, new products may fail to generate sufficient revenue, operating margin or other value to justify the investments we made in them, which is a particular risk for new products that are unproven or that are outside of our historical core business. While we believe these initiatives will ultimately drive revenue growth, our investments in them will increase our operating expenses, and any increase in revenue resulting from these product innovations will likely trail the increase in expenses.

Our Ability to Attract, Retain and Engage Consumers. We generate substantially all of our revenue based on our users' engagement with the ads that we display. Because traffic to our platform and user engagement on our platform together determine the number of ads we are able to show, affect the value of those ads to businesses and support the content creation that drives further traffic, our ability to attract, retain and engage visitors on our platform is critical to our business ~~customers through~~and financial success. While we believe our largest growth opportunity will be to monetize a greater portion of our existing traffic, rather than to grow traffic generally, we are also investing in a broad set of consumer initiatives ~~including further enhancements~~ to support the long-term growth of our ~~auction system, improvements to our Request-A-Quote lead matching~~traffic and ~~introducing new types of advertising inventory.~~business.

4045

Table of Contents

•~~Capturing the Multi-location Opportunity.~~ Our multi-location advertising business grew 22% in 2019 from the prior year, and our initiatives to increase our business with the top 250 restaurants and retailers by revenue successfully resulted in a substantial number of such businesses becoming paying customers by the end of the year. We plan to drive continued momentum in our multi-location advertising business in 2020 by growing our multi-location sales team to expand our coverage to the services category, as well as by continuing to integrate product development with sales efforts through the introduction of new ad formats tailored to the needs of multi-location businesses.

•~~Enhancing the Consumer Experience.~~ In addition to successfully increasing the number of paid leads we delivered to advertisers while maintaining an engaging experience for consumers, we enhanced the consumer experience through more personalized recommendations, new Yelp Waitlist features and expanded restaurant health inspection scores. An engaged consumer base is at the heart of our value proposition to businesses, and we plan to drive engagement in 2020 through an updated user interface for our mobile app (where we find our most engaged users) that offers improved convenience and ease of use.

•~~Improved Profitability.~~ In the first year of our multi-year business transformation plan, we improved the structural economics of our business. Our focus on growth and retention in our highest-margin sales channels allowed us to increase revenue growth without expanding our local sales force; in fact, we reduced local sales headcount by 10% in 2019. We expect these structural improvements to help drive profitable growth again in 2020 as we continue to emphasize our most efficient sales channels as well as work to improve retention, optimize our cost structure and control expenses.

We expect to continue to invest in product development, personnel and the facilities to support them in 2020 as we work to grow our business, including investments to increase our office space, upgrade our technology and infrastructure to improve the ability of our platform to handle the projected increase in usage, and enable the release of new products and features. As a result of this investment philosophy, we expect that our operating expenses will continue to increase for the foreseeable future.

~~Factors Affecting Our Performance~~

Our Ability to Attract and Retain ~~Advertisers.~~Advertisers. Our revenue growth is driven by our ability to attract and retain advertising customers. To do so, we must deliver ~~compelling ad~~tailored advertising products at a competitive price in ~~an effective manner, at prices that compare favorably to those~~a highly competitive market. A substantial portion of our ~~competitors. Our~~ advertisers ~~typically do not have long-term obligations to purchase our products. A substantial and increasing portion also~~ have the ability to cancel their adadvertising campaigns at any time. Their decisions to renew depend on the 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 operations and spending levels. Although ~~we have shifted our focus to~~ the opportunity presented by ~~multi-location businesses recently,~~our Multi-location channel is a strategic priority, we continue to rely heavily on SMBs that often have limited advertising budgets, ~~and that~~ may view online advertising products like ours as experimental and ~~unproven.~~unproven, and are disproportionately impacted by macroeconomic conditions.

Our Ability to Attract and Retain Talent. Our ability to ~~maintain and expand~~execute on our ~~advertiser base also~~strategic initiatives depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand and we expect to continue to face significant competition from other companies in hiring such personnel, particularly for technical roles. In 2021, we made substantial investments in our engineering, sales and marketing organizations, which has required us to effectively integrate, develop and motivate a large number of new employees in a remote environment while maintaining the ~~size and productivity~~beneficial aspects of our ~~sales force~~company culture. Our employee operations are complex and ~~customer success team. As~~place substantial demands on management and our operational infrastructure, particularly in the primarily remote work environment that we ~~continue~~plan to ~~invest in expanding~~maintain. For example, our multi-location sales organization while maintaining a large local sales force, we must efficiently scale our operations while at the same time recruiting, training and integrating new hires and developing, motivating and retaining existing employees. Similarly, in order to retain, and take advantage of opportunities to deepen our relationships with, our existing customers, we must continue ourongoing efforts to ~~build out our customer success team. Developing our account retention processes will be particularly important as an increasing portion~~hire technical employees outside of the United States has resulted in the expansion of our ~~advertisers have the ability to cancel their contracts at any time. In addition, as we make periodic adjustments to our sales organization to respond to market opportunities~~international operations, which adds complexity and to pursue initiatives to increase productivity, such changes may result in a temporary lack of focus or disruption to our operations. For example, it took time for our sales and customer success organizations to adapt to selling and supporting advertising contracts with flexible cancellation terms. Our increased emphasis on our multi-location and self-serve channels involves changes to our sales organization and sales force hiring priorities, which may be disruptive to our ~~sales operations.~~

~~Traffic and User Engagement.~~product development efforts. We ~~derive substantially all of~~believe our ~~revenue from advertising, and traffic~~decision to remain working on a distributed basis permanently will provide even greater flexibility to our ~~platform determines~~employees, who now have the ~~number of ads~~opportunity to relocate within the countries where we ~~are able~~operate so they can live where they want to ~~show, affects the value of those ads to businesses~~live and influences the content creation that drives further traffic. As a result, our ability to grow our business depends on our ability to increase traffic on our platform, which in turn depends on, among other things, the quality of our content and the prominence of links to our platform in Internet search engine results and application marketplaces. The number of users we attract from search engines in particular can be affected by a number of factors not in our direct control; changes in a search engine’s ranking algorithms, methodologies or design layouts maywork where they will feel most effective, will result in ~~links~~improved employee retention as well as allow us to ~~our website not being prominent enough to drive traffic to our website~~access and ~~mobile app. In addition, certain providers~~attract great talent from a more diverse pool of ~~Internet search engines and application marketplaces offer products and services that compete~~

~~Table of Contents~~

~~directly with our products and, in some instances, such providers may change their displays or rankings in order to promote their own competing products or services.~~

We anticipate that our traffic growth will continue to slow over time, and potentially decrease in certain periods, as our business matures and we achieve higher penetration rates in our core markets ofcandidates across the United States, Canada and Canada. As our traffic growth rate slows, our success will become increasingly dependent on our ability to increase levels of user engagement on our platform, which itself depends on the quality of our content and our ability to introduce new and improved products that effectively address consumer needs, among other things.

~~Product Innovation.~~ We must deliver innovative, relevant and useful products to consumers and businesses — including products for mobile and other alternative devices — to expand the size and engagement of our user base, attract advertisers and increase our revenue. We plan to continue investing in new product development as we introduce new advertising and e-commerce products, explore new platforms and distribution channels, and develop partner arrangements that provide incremental value to our users and advertisers to encourage them to increase their usage of, and the portion of their advertising budgets allocated to, our platform. As our industry evolves and competition intensifies, our investments may increasingly include products and services outside of our historical core business, such as our continued development of Yelp Reservations and Yelp Waitlist. These investments involve significant risks and uncertainties, such as distracting management, and may ultimately fail to generate sufficient revenue or other value to justify our investments in them.

~~Investment in Growth.~~ We have invested, and intend to continue to invest, aggressively to support the growth of our platform. We dedicate significant resources to areas such as: marketing; consumer protection; maintaining and enhancing the Yelp brand; and upgrading our systems, technology and network infrastructure to accommodate growth. Our investment plans for 2020 include developing new advertising products, further developing our analytics tools for advertisers, improving our Request-A-Quote matching capabilities and refining our advertising auction system. While we believe these initiatives will ultimately drive revenue growth, our investments in them will increase our operating expenses, and any increase in revenue resulting from these product innovations will likely trail the increase in expenses.Europe.

Stock ~~Repurchases.~~Repurchases. InSince July 2017, our board of directors authorized a stock repurchase program for the repurchase up to $200 million of our outstanding common stock. During the years ended December 31, 2018 and 2017, we repurchased on the open market and subsequently retired 4,896,003 shares and 302,206 shares, respectively, for aggregate purchase prices of $187.4 million and $12.6 million, respectively. On each of November 27, 2018 and February 11, 2019, our board of directorshas authorized us to repurchase up to an ~~additional $250 million~~aggregate of $1.2 billion of our outstanding common stock, ~~pursuant to~~$194.7 million of which remained available as of February 18, 2022 and which does not have an expiration date. During the ~~stock repurchase program, of which~~year ended December 31, 2021, we repurchased on the open market ~~and subsequently retired~~6,995,170 shares for an aggregate purchase price of $262.9 million. During the year ended December 31, 2020, we repurchased on the open market 803,691 shares for an aggregate purchase price of $24.4 million. During the year ended December 31, 2019, we repurchased on the open market 14,190,409 shares for an aggregate purchase price of $481.0 ~~million during the year ended December 31, 2019. On January 15, 2020, our board approved a further increase of $250 million to our stock repurchase program, bringing the total~~million. The actual timing and amount of repurchases ~~authorized under~~remain subject to a variety of factors, including liquidity, cash flow and market conditions. In addition, the terms of our ~~stock~~Credit Agreement with Wells Fargo Bank, National Association, which we entered into in May 2020 (the "Credit Agreement"), impose limitations on our ability to repurchase ~~program to $950 million,~~shares during the term of ~~which approximately $269 million remains available.~~our revolving credit facility. We have funded the repurchases, and expect to fund future repurchases under the stock repurchase program, with cash available on our balance sheet. As a result, this program could diminish our cash reserves and reduce our ability to invest in our business, in addition to affecting the trading price and volatility of our stock.

Corporate Development ~~Activities.~~Activities. As part of our business strategy, we may decide to expand our product offerings and grow our business through the acquisition of complementary businesses or technologies, as well as through partnerships. In addition to diverting our management's attention and otherwise disrupting our operations, our corporate development activities will affect our future financial results due to factors such as expenses incurred in identifying, investigating and pursuing transactions, whether or not they are consummated, possible dilutive issuances of equity securities or the incurrence of debt, unidentified liabilities and the amortization of acquired intangible assets. Maintaining relationships with partners also requires significant time and resources, as does integrating their data, services and technologies onto our platform. We may not realize the full benefits of synergies, innovation and operational efficiencies that may be possible from a corporate transaction; similarly, if our relationships with partners deteriorate, we could suffer increased costs and delays in our ability to provide consumers and advertisers with our content or services.

Seasonality and ~~Cyclicality.~~Cyclicality. Our business is affected by seasonal fluctuations in Internet usage and advertising ~~spending, as well as cyclicality in economic activity.~~spending. Based on historical trends, ~~we expect~~our revenue is typically lowest in the first quarter and increases through the year to its highest level in the fourth quarter. Multi-location ad budgets are generally lowest at the beginning of the year and peak in the fourth quarter, though our SMB customers tend to decrease their spending at that time. Our traffic ~~numbers to be~~is also typically weakest in the fourth quarter of the year in connection with ~~end of the year~~year-end holidays. In addition, although our multi-location customers tend to increase spending on advertising in the fourth quarter, the SMBs on which we rely heavily typically decrease their advertising spending during this quarter. SMBs may be disproportionately affected by negative fluctuations in the business cycle, and a worsening economic outlook would likely cause such businesses to decrease investments in advertising, which would adversely affect our revenue. As our business matures and the proportion of our customers who can cancel their ad campaigns at any time

~~Table of Contents~~

~~increases, we expect that the seasonality and cyclicality in our business may become more pronounced, causing our operating results to fluctuate.~~

Key Metrics

We regularly review a number of metrics, including the key metrics set forth below, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. ~~Unless otherwise stated, these metrics~~

Table of Contents

Ad Clicks

Ad clicks represent user interactions with our pay-for-performance advertising products, including clicks on advertisements on our website and mobile app, clicks on syndicated advertisements on third-party platforms and Request-A-Quote submissions. Ad clicks include only user interactions that we are able to track directly, and therefore do not include user interactions with ads sold through our advertising partnership. We do not expect the exclusion of such user interactions to materially affect this metric.

Because we generate revenue primarily from the sale of performance-based ads, our ability to increase our revenue depends largely on our ability to increase ad clicks. We report the year-over-year percentage change in ad clicks on a quarterly basis as a measure of our success in monetizing more of our consumer traffic and delivering more value to advertisers.

The following table presents year-over-year changes in our ad clicks for the periods indicated (expressed as a percentage):


	Three Months Ended December 31,
	2021	2020	2019
Ad Clicks	14%	(22)%	33%

Average CPC

We define average CPC as revenue from our performance-based ad products — excluding certain revenue adjustments that do not impact the outcome of an auction for an individual ad click, such as refunds, as well as revenue from our advertising partnerships — divided by the total number of ad clicks for a given three-month period.

Average CPC, when viewed together with ad clicks, provides important insight into the value we deliver to advertisers, which we believe is a significant factor in our ability to retain both revenue and customers. For example, a positive change in ad clicks for a given three-month period combined with lower growth or a negative change in average CPC over the same period would indicate that we delivered more ad clicks at lower prices, thereby delivering more value to our advertisers; we would expect this to have a positive impact on retention. This was the case in the fourth quarter of 2021, when growth in ad clicks outpaced growth in average CPC, helping drive increases in our NTC retention rate and advertising revenue in turn. We believe that average CPC and ad clicks together reflect one of the largest dynamics affecting our advertising revenue performance.

The following table presents year-over-year changes in our average CPC for the periods indicated (expressed as a percentage):


	Three Months Ended December 31,
	2021	2020	2019
Average CPC	7%	4%	(16)%

Ad Revenue by Category

Our advertising revenue comprises revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated ads appearing on third-party platforms.

To reflect our strategic focus on creating two differentiated experiences on Yelp, we provide a breakdown of our advertising revenue attributable to businesses in two high-level category groupings: Services and Restaurants, Retail and Other. Our Services categories consist of home, local, auto, professional, pets, events, real estate and financial services. Our Restaurants, Retail and Other categories consist of restaurants, shopping, beauty & fitness, health and other.

In 2021, we refined our methodology for determining the business category with which advertising revenue is associated to be based on the business category of each advertising location rather than the business category of the business account that paid for the advertising. While business locations associated with a single payment account are generally part of the same business, they may offer a variety or a combination of services that differ by location; accordingly, we believe our new methodology provides a more precise breakdown of our advertising revenue between our Services and Restaurants, Retail and Other categories.

The categorization of business locations can change over time and historical business categories for individual business locations are not available; as a result, it is impracticable to apply our new methodology to prior-year amounts based on the

Table of Contents

business categorizations in effect during the prior-year periods. However, applying our new methodology to 2019 and 2020 advertising revenue based on the current business categories of the associated advertising locations does not result in a materially different breakdown than previously reported for such periods. Due to the differences between the types of business categories comprising our Services and Restaurants, Retail and Other categories, we do not believe a significant number of businesses are re-categorized such that they move from one high-level category grouping to the other, and so do not believe the result would be materially different based on the then-current categorizations.

The following table presents our advertising revenue by category for the periods presented (in thousands):


	Three Months Ended December 31,						Year Ended December 31,
	2021		2020		2019		2021		2020		2019
Services	$	157,242	$	138,887	$	137,501	$	607,770	$	515,019	$	512,729
Restaurants, Retail & Other	104,205		83,735		121,451		377,455		321,096		464,196
Total Advertising Revenue	$	261,447	$	222,622	$	258,952	$	985,225	$	836,115	$	976,925

Paying Advertising Locations

Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given three-month period. We also provide a breakdown of paying advertising locations between our Services categories and Restaurants, Retail and Other categories.

We provide our paying advertising locations on a quarterly basis as a measure of the reach and scale of our business; however, this metric may exhibit short-term volatility as a result of factors such as seasonality and macroeconomic conditions. For example, macroeconomic factors, such as ongoing concerns about COVID-19 and its variants as well as labor and supply chain challenges, have had a predominant negative impact on Restaurants, Retail and Other paying advertising locations in recent quarters. Short-term fluctuations in paying advertising locations may also reflect the acquisition or loss of single advertising accounts associated with large numbers of locations, or the pausing/restarting of advertising campaigns by such multi-location advertisers.

The following table presents the number of paying advertising locations for the periods presented (in thousands):


	Three Months Ended December 31,
	2021	2020	2019
Services	219	224	235
Restaurant, Retail & Other	309	296	330
Total Paying Advertising Locations	528	520	565

Reviews, Traffic and Active Claimed Local Business Locations

We report our reviews, traffic and active claimed local business locations metrics ~~for Yelp Reservations, Yelp Waitlist, Yelp WiFi Marketing,~~on an annual basis as measures of the volume of our content, the size of our audience and the scope of our business, ~~owner products or Yelp Eat24, which we sold on October 10, 2017.~~respectively.

Reviews

Number of reviews represents the cumulative number of reviews submitted to Yelp since inception, as of the period end, including reviews that were not recommended 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 include reviews that are not recommended and that have been removed because all of them are either currently accessible on our platform or were accessible at some point in time, providing information that may be useful to users to evaluate businesses and individual reviewers. Because our automated recommendation software 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. By clicking on a link on a reviewed business’s page on our website, users can access the reviews that are not currently recommended for the business, as well as the star rating and other information about reviews that were removed for violation of our terms of service.

Table of Contents

As of December 31, ~~2019, approximately 189.9~~2021, 244.4 million reviews had been submitted to our platform, of which 224.4 million reviews were available on business ~~listing~~ pages, including ~~approximately 44.4~~51.4 million reviews that were not recommended, ~~after 15.5~~and 20.0 million reviews had been removed from our platform, either by us for violation of our terms of service or by the users who contributed them. The following table presents the number of cumulative reviews as of the dates indicated (in thousands):

As of December 31,
2019 2018 2017
Reviews 205,381 177,385 148,298


	As of December 31,
	2021	2020	2019
Reviews	244,435	224,162	205,382

Traffic

Traffic to our website and mobile app has three components: mobile devices accessing our mobile app, visitors to our non-mobile optimized website, which we refer to as our desktop website, and visitors to our mobile-optimized website, which we refer to as our mobile website. App users generate a substantial majority of activity on Yelp, including the page views and ad clicks that we ~~monetize. We anticipate that our mobile traffic will be the driver of our growth for the foreseeable future~~monetize, and we expect that traffic to our website will fluctuate and generally decline over time. While we believe our largest growth opportunity will be to monetize a greater portion of our existing traffic, rather than to grow traffic generally, we are also investing in a broad set of consumer initiatives to support the long-term growth of our traffic and business.

Traffic levels fluctuated in 2021 as consumer confidence levels changed in response to the emergence of COVID-19 variants and the severity of local public health restrictions, particularly in our Restaurants, Retail and Other categories. As a result, although our traffic recovered in 2021 compared to the prior year, it remained below our pre-pandemic 2019 traffic. While we ~~focus~~believe that traffic will rebound organically as the pandemic recedes, we cannot predict the remaining duration of the pandemic or the magnitude of its impact on ~~driving~~our traffic, and we expect that our traffic levels will continue to ~~our mobile app, where we have our most engaged users and which reduces our reliance on Google and other search engines.~~fluctuate with consumers’ level of confidence.

We use the metrics set forth below to measure each of our traffic streams. An individual user who accesses our platform through multiple traffic streams will be counted in each applicable traffic metric; as a result, the sum of our traffic metrics will not accurately represent the number of people who visit our platform on an average monthly basis.

App Unique ~~Devices.~~Devices. We calculate app unique devices as the number of unique mobile devices using our mobile app in a given month, averaged over a given ~~three-month~~twelve-month period. Under this method of calculation, an individual who accesses our mobile app from multiple mobile devices will be counted as multiple app unique devices. Multiple individuals who access our mobile app from a shared device will be counted as a single app unique device.

The following table presents app unique devices for the periods indicated (in thousands):

Three Months Ended December 31,
2019 2018 2017
App Unique Devices 35,599 32,891 28,845

~~Table of Contents~~


	Year Ended December 31,
		2021	2020	2019
App Unique Devices		33,085	31,132	36,250

Desktop and Mobile Website Unique ~~Visitors.~~Visitors. We calculate desktop unique visitors as the number of “users,” as measured by Google Analytics, who have visited our desktop website at least once in a given month, averaged over a given ~~three-month~~twelve-month period. Similarly, we calculate mobile website unique visitors as the number of “users” who have visited our mobile website at least once in a given month, averaged over a given ~~three-month~~twelve-month period.

Google Analytics, a product from Google Inc. that provides digital marketing intelligence, measures “users” based on unique cookie identifiers. Because the numbers of desktop unique visitors and mobile website unique visitors are therefore based on unique cookies, an individual who accesses our desktop website or mobile website from multiple devices with different cookies may be counted as multiple desktop unique visitors or mobile website unique visitors, as applicable, and multiple individuals who access our desktop website or mobile website from a shared device with a single cookie may be counted as a single desktop unique visitor or mobile website unique visitor.

Table of Contents

The following table presents our web traffic for the periods indicated (in thousands):


		Three Months Ended December 31,				Year Ended December 31,
		2019	2018	2017		2021	2020	2019
Desktop Unique Visitors	Desktop Unique Visitors	54,006	62,140	76,748	Desktop Unique Visitors	45,990	43,685	60,252
Mobile Web Unique Visitors	Mobile Web Unique Visitors	68,756	69,148	64,221	Mobile Web Unique Visitors	56,668	52,794	73,722

We have discovered in the past, and expect to discover in the future, that portions of our desktop traffic, as measured by Google Analytics, have been attributable to robots and other invalid sources. Because traffic from such sources does not represent valid consumer traffic, our reported desktop unique visitor metric for impacted periods reflects an adjustment to the Google Analytics measurement of our traffic to remove traffic that we have identified as originating from invalid sources to provide greater accuracy and transparency. However, we cannot assure you that we will be able to identify all such traffic for any particular period. For additional information, please see the risk factor included under Part I, Item 1A under the heading “We rely on data from both internal tools and third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.”

Active Claimed Local Business Locations

The number of active claimed local business locations represents the number of claimed local business locations — business addresses for which a business representative has visited our platform and claimed the free business ~~listing~~ page for the business located at that address — that are both (a) active on Yelp and (b) associated with an active business owner account as of a given date. We consider a claimed local business location to be active if it has not closed, been removed from our platform or merged with another claimed local business.

The ~~following~~ table set forth below presents the number of active claimed local business locations as of the dates presented (in thousands). ~~The December 31, 2018 and 2017 numbers have been updated to reflect our current methodology for calculating active claimed local business locations.~~

As of December 31,
2019 2018 2017
Active Claimed Local Business Locations 4,913 4,310 3,681


	As of December 31,
	2021	2020	2019
Active Claimed Local Business Locations	5,794	5,357	4,889

~~Paying Advertising Locations~~

Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given three-month period. The following table presents the number of paying advertising locations for the periods presented (in thousands):

Three Months Ended December 31,
2019 2018 2017
Paying Advertising Locations 565 541 478

~~Table of Contents~~

Critical Accounting ~~Policies and~~ Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from those estimates.

We consider the estimates discussed below to be critical as we believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs, the incremental borrowing rate used in adopting the new leasing standard, business combinations, allowance for doubtful accounts, income taxes and stock-based compensation expensethese policies 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,~~estimates, see Note 2,,"Summary of Significant Accounting Policies," of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Revenue Recognition—We generate revenue from the sale of advertising products, transactions with consumers and other revenue sources, which correspond to our major product lines. We recognize revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) we satisfy these performance obligations in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the portfolio practical expedient to account for contracts with customers in each category of revenue. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the amount of revenue we recognize is equal to the amount we have a right to invoice.

We perform estimates and apply judgment when determining the amount of revenue to be recognized and may accept lower consideration than what is agreed to in the relevant contract. We refer to the difference between the agreed upon consideration amount and the actual consideration estimated to be received as variable consideration; types of variable consideration include cash based incentives, credits and refunds that are estimated based on historical information as well as considering economic

Table of Contents

conditions, which constrain the revenue. For all contracts with customers, estimates and assumptions include determining variable consideration and identifying the nature and timing of satisfaction of performance obligations. We believe that there will not be significant changes to our estimates of variable consideration. To date, actual amounts of consideration received have been materially consistent with the provisions we have made based on our historical estimates. For contracts satisfied over time, we apply the invoice practical expedient to depict the value transferred to the customer and measure of progress towards completion of its obligations. We consider the right to receive consideration from a customer to correspond directly with the value to the customer of our performance completed to date. We do not consider the effects of the time value of money as substantially all of our contracts are invoiced on a monthly basis, one month in arrears.

For revenue generated from arrangements that involve third parties, considerable judgment may be required in evaluating whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider whether we obtain control of the specified goods or services before they are transferred to the customer as well as other indicators, such as whether we are the party primarily responsible for the fulfillment, inventory risk and discretion in establishing price. The assessment of whether we are considered the principal or agent in a transaction could impact our revenue and cost of revenue recognized on our consolidated statements of operations. Changes in judgments with respect to assumptions and estimates could impact the amount of revenue recognized.

Website and Internal-Use Software Development Costs—Costs related to website and internal-use software are primarily related to our website and mobile app, including support systems. We capitalize our 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. We use judgment to determine which projects will be capitalized and the estimated useful life over which the related asset will be amortized. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. This estimated useful life of three years has not historically changed and actual useful lives have been materially consistent with our estimates. While we do not believe that there is a reasonable likelihood of material change in our estimates, factors including obsolescence, the pace of changes in technology, changes in the expected use of the software, competition and other economic factors could require us to change the estimated useful life, which would result in a change to the amount of amortization that we record on our consolidated statements of operations.

Income Taxes—Significant judgment is required to determine our provision (benefit) for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles, complex tax laws, or variances between our actual and anticipated operating results. Therefore, actual income taxes could materially vary from these estimates.

We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of deferred tax assets, we consider whether it is more likely than not that all or some portion of deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance, the weight given to positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The determination of future taxable income requires significant judgment and relies on various estimates and assumptions using forecasted amounts. Changes in various factors, including economic and political conditions, could drive actual results in future years to differ from our current assumptions, judgments and estimates. We evaluate the ability to realize net deferred tax assets and the related valuation allowance on a quarterly basis.

We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax contingencies whenever 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. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. However, the outcome of tax audits cannot be predicted with certainty. If

Table of Contents

any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

Results of Operations

The following tables set forth our results of operations for ~~2019, 2018~~2021, 2020 and ~~2017~~2019 (in thousands, except percentages). The period-to-period comparison of financial results is not necessarily indicative of future results.


		Year Ended December 31,										$ Change								% Change⁽¹⁾						Year Ended December 31,										$ Change			% Change(1)
		2019		2018		2017		2019 vs. 2018		2018 vs. 2017		2019 vs. 2018		2018 vs. 2017			2021		2020		2019		2021 vs. 2020			2020 vs. 2019			2021 vs. 2020				2020 vs. 2019
																									2021			2020				2019			2021 vs. 2020		2020 vs. 2019	2021 vs. 2020		2020 vs. 2019
Consolidated Statements of Operations Data:	Consolidated Statements of Operations Data:															Consolidated Statements of Operations Data:
Net revenue by product:	Net revenue by product:															Net revenue by product:
Advertising revenue by category(2):																Advertising revenue by category(2):
Services																Services	$	607,770	$	515,019	$	512,729	$	92,751					$	2,290			18	%		NM(3)
Restaurants, Retail & Other																Restaurants, Retail & Other	377,455		321,096		464,196		56,359			(143,100)			18		%		(31)	%
Advertising	Advertising	$	976,925	$	907,487	$	775,678	$	69,438	$	131,809	8	%	17	%	Advertising	985,225		836,115		976,925		149,110			(140,810)			18		%		(14)	%
Transactions	Transactions	12,436		13,694		60,251		(1,258)		(46,557)		(9)	%	(77)	%	Transactions	13,196		15,017		12,436		(1,821)			2,581			(12)		%		21	%
Other services		24,833		21,592		14,918		3,241		6,674		15	%	45	%
Other																Other	33,418		21,801		24,833		11,617			(3,032)			53		%		(12)	%
Total net revenue	Total net revenue	$	1,014,194	$	942,773	$	850,847	$	71,421	$	91,926	8	%	11	%	Total net revenue	$	1,031,839	$	872,933	$	1,014,194	$	158,906		$	(141,261)		18		%		(14)	%
Costs and expenses:	Costs and expenses:															Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	62,410	$	57,872	$	70,518	$	4,538	$	(12,646)	8	%	(18)	%	Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	78,097	$	57,186	$	62,410	$	20,911		$	(5,224)		37		%		(8)	%
Sales and marketing	Sales and marketing	500,386		483,309		437,424		17,077		45,885		4	%	10	%	Sales and marketing	454,224		437,060		500,386		17,164			(63,326)			4		%		(13)	%
Product development	Product development	230,440		212,319		175,787		18,121		36,532		9	%	21	%	Product development	276,473		232,561		230,440		43,912			2,121			19		%		1	%
General and administrative	General and administrative	136,091		120,569		109,707		15,522		10,862		13	%	10	%	General and administrative	135,816		130,450		136,091		5,366			(5,641)			4		%		(4)	%
Depreciation and amortization	Depreciation and amortization	49,356		42,807		41,198		6,549		1,609		15	%	4	%	Depreciation and amortization	55,683		50,609		49,356		5,074			1,253			10		%		3	%
Restructuring and integration cost		—		—		288		—		(288)		NM⁽²⁾		(100)	%
Gain on disposal of a business unit		—		—		(163,697)		—		163,697		NM⁽²⁾		(100)	%
Restructuring																Restructuring	32		3,862		—		(3,830)			3,862			(99)		%		NM(3)

Total costs and expenses	Total costs and expenses	978,683		916,876		671,225		61,807		245,651		7	%	37	%	Total costs and expenses	1,000,325		911,728		978,683		88,597			(66,955)			10		%		(7)	%
Income from operations		35,511		25,897		179,622		9,614		(153,725)		37	%	(86)	%
Income (loss) from operations																Income (loss) from operations	31,514		(38,795)		35,511		70,309			(74,306)			(181)		%		(209)	%
Other income, net	Other income, net	14,256		14,109		4,864		147		9,245		1	%	190	%	Other income, net	2,204		3,670		14,256		(1,466)			(10,586)			(40)		%		(74)	%
Income before income taxes		49,767		40,006		184,486		9,761		(144,480)		24	%	(78)	%
Provision for (benefit from) income taxes		8,886		(15,344)		31,491		24,230		(46,835)		(158)	%	(149)	%
Net income		$	40,881	$	55,350	$	152,995	$	(14,469)	$	(97,645)	(26)	%	(64)	%
Income (loss) before income taxes																Income (loss) before income taxes	33,718		(35,125)		49,767		68,843			(84,892)			(196)		%		(171)	%
(Benefit from) provision for income taxes																(Benefit from) provision for income taxes	(5,953)		(15,701)		8,886		9,748			(24,587)			(62)		%		(277)	%
Net income (loss)																Net income (loss)	$	39,671	$	(19,424)	$	40,881	$	59,095		$	(60,305)		(304)		%		(148)	%


Delaware			20-1854266
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Advertising Products

CPC Search Advertising						We allow businesses to promote themselves as a sponsored search result on our platform, on the Yelp pages of businesses in the same or related categories, and other places on our platform, as well as through the ability to provide competing quotes for consumers using our Request-A-Quote feature. We primarily sell performance-based ads, which our advertising platform matches to individual consumers through auctions priced on a CPC basis. We generate a majority of our advertising revenue from the sale of CPC advertising.

Multi-location Ad Products						We offer a range of ad products designed for multi-location advertisers, including: Showcase Ads, which showcase special offerings with limited-time localized promotions in relevant search results; Spotlight Ads, which highlight special offers and promotions related to holidays or other special events in a carousel directly on the Yelp app home screen; and Yelp Audiences, which extends campaign reach to our high-intent audience both on and off platform. We also offer a first-party attribution solution, Yelp Store Visits.

Business Page Products

Free Online Business Account						~~We enable businesses~~Businesses have the ability to create a free online business account and claim the ~~listing~~Yelp page for each of their business locations. ~~With their free~~Once a business ~~accounts, businesses~~has claimed its listing page, it can view trends (e.g. statistics and charts of the performance of their pages on our platform), use the Revenue Estimator tool to quantify the revenue opportunity Yelp provides, message customers (e.g. by replying to messages or reviews either publicly or directly), update its listing information ~~(e.g. address, hours of operation)~~ and ~~offer Yelp Deals and Gift Certificates.~~has the option to purchase premium listing page features.

Upgrade Package						Our most popular product after search ads is our Upgrade Package, which includes our Enhanced Profile, Business Highlights, Yelp Portfolio and Yelp Connect products, each as described below, among other features.

Branded Profile						Our Branded Profile product provides businesses with access to premium features in connection with their ~~business listing~~Yelp pages, such as the ability to update listing information and select photos or videos to highlight on the page through a slideshow feature. 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 our Call to Action feature. This feature transfers consumers from a business’s listing page to the business’s own website to complete the action. Account support is available via phone and email for businesses that purchase a Branded Profile program.

Enhanced Profile						In addition to providing businesses with the same premium features and support options as our Branded Profile product, our Enhanced Profile product ~~restricts how~~prevents ads from other businesses ~~appear~~from appearing on the ~~business listing~~Yelp pages of our Enhanced Profile customers.

Yelp Verified License						Yelp Verified License is a badge that appears on Yelp business ~~listing~~ pages as a paid upgrade for certain licensed advertisers, primarily in our home & local services category. The badge indicates that we have verified the business's trade license and confirmed it was in good standing as of a certain date, allowing businesses to distinguish themselves as licensed and helping consumers make safe and confident decisions when selecting businesses for their projects.

Business Highlights						Businesses in eligible categories can pay to highlight up to six attributes that make their business unique, ~~— e.g.~~such as "Family Owned" or "Pet Friendly." ~~These highlights appear on business listing pages in a section called "Highlights from the Business," and the top two highlights also appear in organic and sponsored search results for that business.~~

Yelp Portfolio						Our Yelp Portfolio product allows businesses to showcase their specialties to prospective customers through a photo collection of projects. A business's Portfolio is displayed on its business listing page and can include additional details such as costs, timelines and services provided, allowing potential customers to learn more about the business and helping them decide if the business is the best fit for their upcoming project. Yelp Portfolio is currently available for businesses in certain home & local services categories.

~~Yelp Connect~~						Yelp Connect gives businesses an opportunity to tell users more about what makes their business special through posts appearing on their business listing pages by highlighting the unique features of the business, upcoming events, limited time offers and other timely content. Yelp automatically promotes Yelp Connect posts to a business's followers.

~~Search and Other Ads~~						We allow businesses to promote themselves as a sponsored search result on our platform, on the listing pages of related businesses and as suggested “additional businesses” for consumers using our Request-A-Quote feature. We sell ads primarily on a CPC basis, though we also offer impression-based ads.

~~Ad Resales~~						We also generate revenue through the resale of our advertising products by certain agencies and partners, such as Thryv (formerly DexYP), as well as monetization of remnant advertising inventory through third-party ad networks. In 2018, we launched the Yelp Ads Certified Partners Program, which allows partner agencies to independently sell and manage ad campaigns on behalf of their small and medium-sized business clients, providing increased centralization and flexibility.


~~Eat24 and the Grubhub Partnership~~Yelp Connect						~~Prior to our sale of Eat24 to Grubhub on October 10, 2017, we generated revenue from our~~ Yelp Eat24 business through arrangements with restaurants in which restaurants paid a commission percentage fee on orders placed through Yelp Eat24. Following the sale, Eat24’s restaurant network remains integrated on our platform and, pursuant to our strategic partnership, Grubhub’s restaurant network was integrated onto our platform mid-2018. This partnership has provided consumersConnect provides advertisers with a ~~wider selection of restaurants and better delivery options, while improving our per-order profitability.~~channel to market new offerings, such as new menu items, or communicate business updates to customers. Yelp automatically promotes Yelp Connect posts to a business's followers.

Yelp ~~Platform~~Logo						~~The~~ Yelp ~~Platform allows consumers~~Logo provides businesses with the ability to ~~transact with businesses directly on our website or mobile app through partner integrations. Consumers can order flowers, purchase event tickets,~~display their logos in high-visibility locations, including prominently at the top of Yelp business pages and ~~book spa and salon appointments, among many other transaction opportunities, all without leaving Yelp.~~in search results.

~~Yelp Deals~~						Our Yelp Deals product allows local business owners to create promotional discounted deals for their products and services, which are marketed to consumers through our platform. We typically earn a fee based on the discounted price of each deal sold. We process all customer payments and remit to the business the revenue share of any Yelp Deal purchased.


Yelp Reservations						We provide restaurants, nightlife and certain other venues with the ability to offer online reservations directly from their Yelp business ~~listing~~ pages through our Yelp Reservations product, which also includes front-of-house management tools. ~~We offer this product as a monthly subscription service.~~

Yelp ~~Waitlist~~Guest Manager						Previously referred to as Yelp Waitlist, Yelp Guest Manager is a subscription-based waitlist management solution that allows consumers to check wait times and join waitlists remotely and businesses to efficiently manage seating and server rotation. Yelp ~~Waitlist~~Guest Manager helps simplify restaurants’ front-of-house operations and is available to consumers directly on business ~~listing~~ pages as well as in-store kiosks.

Yelp Knowledge						Through partnerships with companies such as Sprinklr ~~InMoment~~ and Chatmeter, our Yelp Knowledge program offers business owners local analytics and insights through access to our historical data and other proprietary content. Our Yelp Knowledge partners pay us ~~program~~license fees for access to Yelp Knowledge content.

Yelp Fusion						Our Yelp Fusion program enables developers to build products that include our high-quality content and data. We partner with industry leaders like Apple, which makes our content available through Apple Maps and its virtual assistant Siri, as well as several auto manufacturers, including Mercedes-Benz, to make our content available in their in-dash experiences. We offer free access to certain basic information through our publicly available APIs as well as paid access to broader sets of content and data for consumer-facing enterprise use. We typically enter into multi-year license agreements with paying Yelp Fusion customers, with rates determined based on the type and volume of usage.

Other Partnerships						Other non-advertising partner arrangements include content licensing and allowing third-party data providers to update and manage business listing information on behalf of businesses.


Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share⁽²⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
October 1 - October 31, 2019	—	$	—	—	$	25,007
November 1 - November 30, 2019	196	$	30.78	196	$	18,989
December 1 - December 31, 2019	—	$	—	—	$	18,989


	Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Operating lease obligations⁽¹⁾	$	274,478	$	59,522	$	96,772	$	81,072	$	37,112
Purchase obligations	$	104,538	$	40,572	$	61,466	$	2,500	$	—


(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 herein on the pages indicated:
		Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)	1
		Consolidated Balance Sheets	43
		Consolidated Statements of Operations	54
		Consolidated Statements of Comprehensive Income (Loss)	65
		Consolidated Statements of Stockholders’ Equity	76
		Consolidated Statements of Cash Flows	87
		Notes to Consolidated Financial Statements	98
	2.	Financial Statement Schedules. None. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the consolidated financial statements or notes thereto.
	3.	Exhibits. The following is a list of exhibits filed with this report or incorporated herein by reference:


			Yelp Inc.

			/s/ David Schwarzbach
			David Schwarzbach
			Chief Financial Officer
			(Principal Financial and Accounting Officer)


	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	479,783	$	595,875

Accounts receivable (net of allowance for doubtful accounts of $7,153 and $11,559 at December 31, 2021 and 2020, respectively)	107,358		88,400
Prepaid expenses and other current assets	57,536		28,450
Total current assets	644,677		712,725

Property, equipment and software, net	83,857		101,718
Operating lease right-of-use assets	140,785		168,209
Goodwill	105,128		109,261
Intangibles, net	10,673		13,521
Restricted cash	858		665
Other non-current assets	64,550		48,848
Total assets	$	1,050,528	$	1,154,947
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	119,620	$	87,760
Operating lease liabilities — current	40,237		51,161
Deferred revenue	4,156		4,109
Total current liabilities	164,013		143,030
Operating lease liabilities — long-term	127,979		148,935
Other long-term liabilities	7,218		8,448
Total liabilities	299,210		300,413
Commitments and contingencies (Note 13)	0		0
Stockholders’ equity:
Common stock, $0.000001 par value — 200,000 shares authorized, 72,171 shares issued and outstanding at December 31, 2021 and 75,371 shares issued and 75,272 shares outstanding at December 31, 2020	—		—
Additional paid-in capital	1,522,572		1,398,248
Treasury stock	—		(2,964)
Accumulated other comprehensive loss	(11,090)		(6,807)
Accumulated deficit	(760,164)		(533,943)
Total stockholders’ equity	751,318		854,534
Total liabilities and stockholders’ equity	$	1,050,528	$	1,154,947


	December 31, 2019		December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	170,281	$	332,764
Short-term marketable securities	242,000		423,096
Accounts receivable (net of allowance for doubtful accounts of $7,686 and $8,685 at December 31, 2019 and December 31, 2018, respectively)	106,832		87,305
Prepaid expenses and other current assets	14,196		17,104
Total current assets	533,309		860,269
Long-term marketable securities	53,499		—
Property, equipment and software, net	110,949		114,800
Operating lease right-of-use assets	197,866		—
Goodwill	104,589		105,620
Intangibles, net	10,082		13,359
Restricted cash	22,037		22,071
Other non-current assets	38,369		59,444
Total assets	$	1,070,700	$	1,175,563
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	72,333	$	61,062
Operating lease liabilities — current	57,507		—
Deferred revenue	4,315		3,843
Total current liabilities	134,155		64,905
Operating lease liabilities — long-term	174,756		—
Other long-term liabilities	6,798		35,140
Total liabilities	315,709		100,045
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $0.000001 par value — 200,000,000 shares authorized, 71,185,468 and 81,996,839 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively	—		—
Additional paid-in capital	1,259,803		1,139,462

Accumulated other comprehensive loss	(11,759)		(11,021)
Accumulated deficit	(493,053)		(52,923)
Total stockholders’ equity	754,991		1,075,518
Total liabilities and stockholders’ equity	$	1,070,700	$	1,175,563


				Additional				Accumulated Other		Retained Earnings		Total
	Common Stock					Paid-In		Treasury		Comprehensive		(Accumulated		Stockholders'
	Shares	Amount		Capital		Stock		Loss		Deficit)		Equity
Balance as of December 31, 2016	79,429,833	$	—	$	892,983	$	—	$	(15,576)	$	(61,269)	$	816,138
Issuance of common stock upon exercises of employee stock options	1,519,771	—		29,997		—		—		—		29,997
Issuance of common stock upon vesting of restricted stock units ("RSUs")	2,702,838	—		—		—		—		—		—
Issuance of common stock for employee stock purchase plan	373,580	—		10,920		—		—		—		10,920
Stock-based compensation (inclusive of capitalized stock-based compensation)	—	—		106,639		—		—		—		106,639
Shares withheld related to net share settlement of equity awards	—	—		(2,522)		—		—		—		(2,522)
Repurchases of common stock	—	—		—		(12,602)		—		—		(12,602)
Retirement of common stock	(301,106)	—		—		12,556		—		(12,556)		—
Foreign currency adjustment	—	—		—		—		7,132		—		7,132
Net income	—	—		—		—		—		152,995		152,995
Balance as of December 31, 2017	83,724,916	—		1,038,017		(46)		(8,444)		79,170		1,108,697
Issuance of common stock upon exercises of employee stock options	779,871	—		15,581		—		—		—		15,581
Issuance of common stock upon vesting of RSUs	1,946,476	—		—		—		—		—		—
Issuance of common stock for employee stock purchase plan	442,679	—		14,198		—		—		—		14,198
Stock-based compensation (inclusive of capitalized stock-based compensation)	—	—		121,878		—		—		—		121,878
Shares withheld related to net share settlement of equity awards	—	—		(50,212)		—		—		—		(50,212)
Repurchases of common stock	—	—		—		(187,397)		—		—		(187,397)
Retirement of common stock	(4,897,103)	—		—		187,443		—		(187,443)		—
Foreign currency adjustments	—	—		—		—		(2,577)		—		(2,577)
Net income	—	—		—		—		—		55,350		55,350
Balance as of December 31, 2018	81,996,839	—		1,139,462		—		(11,021)		(52,923)		1,075,518
Issuance of common stock upon exercises of employee stock options	826,124	—		17,488		—		—		—		17,488
Issuance of common stock upon vesting of RSUs	2,018,794	—		—		—		—		—		—
Issuance of common stock for employee stock purchase plan	534,120	—		14,775		—		—		—		14,775
Stock-based compensation (inclusive of capitalized stock-based compensation)	—	—		131,223		—		—		—		131,223
Shares withheld related to net share settlement of equity awards	—	—		(43,145)		—		—		—		(43,145)
Repurchases of common stock	—	—		—		(481,011)		—		—		(481,011)
Retirement of common stock	(14,190,409)	—		—		481,011		—		(481,011)		—
Foreign currency adjustments	—	—		—		—		(738)		—		(738)
Net income	—	—		—		—		—		40,881		40,881
Balance as of December 31, 2019	71,185,468	$	—	$	1,259,803	$	—	$	(11,759)	$	(493,053)	$	754,991


	December 31, 2019														December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market funds	$	126,700	$	—	$	—	$	126,700	$	221,173	$	—	$	—	$	221,173
Commercial paper	—		—		—		—		—		30,536		—		30,536
Marketable Securities:
Commercial paper	—		130,472		—		130,472		—		175,070		—		175,070
Corporate bonds	—		85,611		—		85,611		—		131,496		—		131,496
Agency bonds	—		79,750		—		79,750		—		50,846		—		50,846
U.S. government bonds	—		—		—		—		—		65,502		—		65,502

Total cash equivalents and marketable securities	$	126,700	$	295,833	$	—	$	422,533	$	221,173	$	453,450	$	—	$	674,623


	December 31, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	390,376	$	—	$	—	$	390,376	$	510,125	$	—	$	—	$	510,125







Other investments:
Certificates of deposit	—		10,000		—		10,000		—		10,933		—		10,933
Total cash equivalents and other investments	$	390,376	$	10,000	$	—	$	400,376	$	510,125	$	10,933	$	—	$	521,058


	December 31, 2019
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value




Short-term marketable securities:
Commercial paper	$	130,464	$	17	$	(9)	$	130,472
Corporate bonds	85,396		225		(10)		85,611

Agency bonds	26,140		90		—		26,230
Total short-term marketable securities	242,000		332		(19)		242,313
Long-term marketable securities:
Agency bonds	53,499		21		—		53,520

Total long-term marketable securities	53,499		21		—		53,520
Total marketable securities	$	295,499	$	353	$	(19)	$	295,833

	December 31, 2018
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Cash equivalents:
Commercial paper	$	30,536	$	—	$	—	$	30,536
Total cash equivalents	30,536		—		—		30,536
Short-term marketable securities:
Commercial paper	175,070		—		—		175,070
Corporate bonds	131,626		8		(138)		131,496
U.S. government bonds	65,513		—		(11)		65,502
Agency bonds	50,887		—		(41)		50,846
Total short-term marketable securities	423,096		8		(190)		422,914



Total marketable securities	$	453,632	$	8	$	(190)	$	453,450


	December 31, 2019
			Less Than 12 Months									12 Months or Greater					Total
			Fair Value			Unrealized Loss			Fair Value				Unrealized Loss		Fair Value		Unrealized Loss
Commercial paper	$	63,639		$	(9)		$	—		$	—		$	63,639	$	(9)
Corporate bonds	20,979			(10)			—			—			20,979		(10)


Total	$	84,618		$	(19)		$	—		$	—		$	84,618	$	(19)

	December 31, 2018
			Less Than 12 Months									12 Months or Greater					Total
			Fair Value			Unrealized Loss			Fair Value				Unrealized Loss		Fair Value		Unrealized Loss

Corporate bonds	$	121,566		$	(138)		$	—		$	—		$	121,566	$	(138)
U.S. government bonds	65,502			(11)			—			—			65,502		(11)
Agency bonds	50,846			(41)			—			—			50,846		(41)
Total	$	237,914		$	(190)		$	—		$	—		$	237,914	$	(190)


		As of December 31, 2019														December 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life
Business relationships	Business relationships	$	9,918	$	(2,841)	$	7,077	8.6 years	Business relationships	$	9,918	$	(4,786)	$	5,132	7.1 years
Developed technology	Developed technology	7,832		(4,959)		2,873		2.2 years	Developed technology	7,709		(7,453)		256		0.2 years
Content		3,814		(3,814)		—		0.0 years
Licensing agreements									Licensing agreements	6,129		(860)		5,269		8.2 years

Domain and data licenses	Domain and data licenses	2,869		(2,748)		121		1.7 years	Domain and data licenses	2,869		(2,853)		16		1.5 years
Trademarks		877		(872)		5		0.2 years
User relationships		146		(140)		6		0.2 years

Total	Total	$	25,456	$	(15,374)	$	10,082		Total	$	26,625	$	(15,952)	$	10,673


		As of December 31, 2018														December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life
Business relationships	Business relationships	$	9,918	$	(1,868)	$	8,050	9.4 years	Business relationships	$	9,918	$	(3,814)	$	6,104	7.8 years
Developed technology	Developed technology	7,832		(3,562)		4,270		3.1 years	Developed technology	7,709		(6,238)		1,471		1.2 years
Content		3,873		(3,696)		177		0.8 years
Licensing agreements									Licensing agreements	6,129		(215)		5,914		9.2 years

Domain and data licenses	Domain and data licenses	2,869		(2,359)		510		1.5 years	Domain and data licenses	2,869		(2,837)		32		2.2 years
Trademarks		877		(579)		298		1.2 years
User relationships		146		(92)		54		1.2 years

Total	Total	$	25,515	$	(12,156)	$	13,359		Total	$	26,625	$	(13,104)	$	13,521


Year Ending December 31,	Amount
2020	$	2,402
2021	2,262
2022	1,045
2023	714
2024	708
Thereafter	2,951
Total	$	10,082


2022	$	1,676
2023	1,359
2024	1,353
2025	1,353
2026	1,353
Thereafter	3,579
Total amortization	$	10,673


	~~February 28, 2017~~
~~Fair value of purchase consideration:~~
~~Cash:~~
~~Distributed to Nowait stockholders~~	$	~~31,892~~
~~Held in escrow account~~	~~7,945~~
~~Total purchase consideration~~	$	~~39,837~~
~~Fair value of~~lease cost, net ~~assets acquired:~~
~~Cash and cash equivalents~~	$	~~1,004~~
~~Intangible assets~~	~~12,670~~
~~Goodwill~~	~~25,959~~
~~Other assets~~	~~1,065~~
~~Total assets acquired~~	~~40,698~~
~~Liabilities assumed~~	~~(861)~~
~~Total liabilities assumed~~	~~(861)~~
~~Net assets acquired~~	$	~~39,837~~


	~~April 3, 2017~~
~~Fair value of purchase consideration:~~
~~Cash:~~
~~Distributed to Turnstyle stockholders~~	$	~~16,648~~
~~Held in escrow account~~	~~3,093~~
~~Total purchase consideration~~	$	~~19,741~~
~~Fair value of net assets acquired:~~
~~Cash and cash equivalents~~	$	30
~~Intangible assets~~	~~4,252~~
~~Goodwill~~	~~16,048~~
~~Other assets~~	~~250~~
~~Total assets acquired~~	~~20,580~~
~~Deferred tax liability~~	~~(450)~~
~~Liabilities assumed~~	~~(389)~~
~~Total liabilities assumed~~	~~(839)~~
~~Net assets acquired~~	$	~~19,741~~


	Year Ended December 31, 2019
~~Operating lease cost~~	$	~~54,451~~
~~Short-term lease cost (12 months or less)~~	~~1,287~~
~~Sublease income~~	~~(4,759)~~
~~Total lease cost, net~~	$	~~50,979~~


	~~December 31, 2019~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows from operating leases~~	$	~~56,672~~


Year Ending December 31,		Operating Leases
2020		$	59,522
2021		52,060
2022	2022	44,712		2022	$	48,559
2023	2023	41,652		2023	45,608
2024	2024	39,420		2024	42,874
2025				2025	22,331
2026				2026	7,394
Thereafter	Thereafter	37,112		Thereafter	23,206
Total minimum lease payments	Total minimum lease payments	274,478		Total minimum lease payments	189,972
Less imputed interest	Less imputed interest	(42,215)		Less imputed interest	(21,756)
Present value of lease liabilities	Present value of lease liabilities	$	232,263	Present value of lease liabilities	$	168,216


	~~December 31, 2019~~
~~Weighted-average remaining lease term (years) — operating leases~~	~~5.5~~
~~Weighted-average discount rate — operating leases~~	~~6.1~~	%


	December 31, 2021		December 31, 2020
Weighted-average remaining lease term (years) — operating leases	4.8		5.1
Weighted-average discount rate — operating leases	5.4	%	6.0	%


	2019		2018
Deferred tax assets	$	20,054	$	17,240
Deferred contract costs	15,138		12,345
Escrow deposit	—		28,750
Other non-current assets	3,177		1,109
Total other non-current assets	$	38,369	$	59,444


	2019		2018
Balance, beginning of period	$	12,345	$	9,089
Add: costs deferred on new contracts	14,998		14,572
Less: amortization recorded in sales and marketing expenses	(12,205)		(11,316)

Balance, end of period	$	15,138	$	12,345


	December 31, 2019		December 31, 2018
Accounts payable	$	6,002	$	6,540
Employee related liabilities	41,488		23,634
Accrued sales and marketing expenses	2,982		4,536
Taxes payable	3,695		3,438
Accrued cost of revenue	7,208		5,463
Other accrued liabilities	10,958		17,451
Total accrued liabilities	$	72,333	$	61,062


	December 31, 2019		December 31, 2018
Deferred rent	$	—	$	31,253
Other long-term liabilities	6,798		3,887
Total long-term liabilities	$	6,798	$	35,140


			Number of Shares
Stock options outstanding			~~6,210,685~~3,979
RSUs outstanding			~~7,625,584~~10,016
Available for future equity award grants			~~7,233,289~~10,809
Available for future ESPP offerings			~~1,542,130~~1,870
Total reserved for future issuance			~~22,611,688~~26,674


		Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)			Number of Shares (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2018		6,818,682	$	24.54	5.1	$	88,983
Outstanding at December 31, 2020								Outstanding at December 31, 2020	4,623	$	29.89	4.7	$	30,451
Granted	Granted	662,150	36.06					Granted	80	39.17
Exercised	Exercised	(826,124)	21.18					Exercised	(663)	13.04
Canceled	Canceled	(444,323)	40.57					Canceled	(61)	48.92
Outstanding at December 31, 2019		6,210,385	$	25.10	4.3	$	75,805
Options vested and exercisable at December 31, 2019		5,310,712	$	22.94	3.7	$	75,540
Outstanding at December 31, 2021								Outstanding at December 31, 2021	3,979	$	32.59	4.4	$	24,580
Options vested and exercisable at December 31, 2021								Options vested and exercisable at December 31, 2021	3,665	$	32.33	4.1	$	24,103



	Number of Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2018	6,563,863	$	38.67
Granted	6,205,023	34.35
Vested ⁽¹⁾	(3,273,159)	36.01
Canceled	(1,870,143)	37.82
Nonvested at December 31, 2019	7,625,584	$	36.51



	Number of Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2020	9,758	$	29.22
Granted	6,998	36.40
Vested(1)	(4,393)	32.06
Canceled	(2,347)	31.75
Nonvested at December 31, 2021	10,016	$	32.39