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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: January 16, 2002


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

0-28018
(Commission File Number)

DELAWARE       77-0398689
(State or other jurisdiction of
incorporation or organization))
      (IRS Employer Identification No.)

701 FIRST AVE.
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices, with zip code)

(408) 349-3300
(Registrant's telephone number, including area code)




Item 5. Other Events

        On January 16, 2002, Yahoo! Inc., a Delaware corporation ("Yahoo!"), announced its financial results for the fiscal quarter and year ended December 31, 2001 and certain other information. A copy of Yahoo!'s press release announcing these financial results and certain other information is attached as Exhibit 99.1 hereto and incorporated by reference herein. The press release includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements about the Company's business contained in the press release are "forward-looking" rather than "historic." The press release also states that a more thorough discussion of certain factors which may affect the Company's operating results is included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, Quarterly Report on Form 10-Q for the three and nine month period ended September 30, 2001, which are on file with the Securities and Exchange Commission and available at the Securities and Exchange Commission's website (http://www.sec.gov), and will also be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 to be filed with the Securities and Exchange Commission in the near future.

        On January 16, 2002, Yahoo! also announced that Jeff Mallett will step down as president and chief operating officer in April. A copy of Yahoo!'s press release announcing this information is attached as Exhibit 99.2 hereto and incorporated by reference herein.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)    Exhibits.    

2



SIGNATURES

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

    YAHOO! INC.

Date: January 17, 2002

 

By:

 

/s/ Susan Decker

Senior Vice President, Finance and
Administration, and Chief Financial Officer

3



YAHOO! INC.

INDEX TO EXHIBITS

Exhibit Number

  Description
99.1   Press Release dated January 16, 2002.
99.2   Press Release dated January 16, 2002.



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YAHOO! INC. INDEX TO EXHIBITS
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Exhibit 99.1

        Yahoo! Reports Fourth Quarter, Year End 2001 Financial Results

        Yahoo! Exceeds Expectations with Fourth Quarter Revenue of $189 Million,
and Pro Forma Net Income of $17 Million or $0.03 Per Share

SUNNYVALE, Calif.—Jan. 16, 2002—Yahoo! Inc. (Nasdaq: YHOO) today reported results for the fiscal fourth quarter and the fiscal year ended Dec. 31, 2001. Net revenues for the fourth quarter ended Dec. 31, 2001 totaled $188.9 million, compared to net revenues of $310.9 million for the fourth quarter ended Dec. 31, 2000. Pro forma net income for the fourth quarter of 2001 was $16.7 million or $0.03 per share diluted (1). This compares to pro forma net income of $80.2 million or $0.13 per share diluted for the fourth quarter of 2000 (1). On a GAAP (Generally Accepted Accounting Principles) basis, the net loss for the fourth quarter ended Dec. 31, 2001, which includes restructuring costs of $16.8 million, was $8.7 million or $0.02 loss per share diluted. The GAAP net loss for the fourth quarter ended Dec. 31, 2000, which includes a write-down and loss on certain equity investments of $164.6 million, was $97.8 million or $0.17 loss per share diluted.

        Net revenues for fiscal 2001 were $717.4 million compared to net revenues of $1,110.2 million in fiscal 2000. Pro forma net income in fiscal 2001 was $41.4 million or $0.07 per share diluted compared to pro forma net income of $291.0 million or $0.48 per share diluted in fiscal 2000 (1). On a GAAP basis, the net loss for fiscal year 2001, which includes $62.2 million of restructuring and acquisition-related costs, was $92.8 million or $0.16 loss per share diluted. This compares to GAAP net income of $70.8 million or $0.12 per share diluted for fiscal year 2000, which includes $22.8 million of acquisition-related costs.

        "While 2001 was a year of challenges and transition, Yahoo! adapted and executed to end the year on a high note, with fourth quarter revenues and income exceeding the business outlook we previously provided. As we reorganized the business and reduced costs throughout the year, Yahoo! managed through the difficult environment. We continue to focus on long-term growth as we execute our strategy of building a diversified global business," said Terry Semel, chairman and chief executive officer, Yahoo!.

Leading Global Audience

        During the fourth quarter, Yahoo!'s strong consumer metrics underscored the company's leadership position among online consumers. Yahoo!'s global network continues to be the worldwide leader in terms of unique users, reach, and total time spent (Nielsen//NetRatings, November 2001). Yahoo!'s global audience grew to 219 million unique users, compared to 180 million in the fourth quarter of 2000. In addition, a record 86 million active registered members logged onto Yahoo! during December 2001. The company's traffic increased to a record 1.32 billion page views per day on average during December 2001, compared to 900 million in December 2000.

Global Business Strategy

        In November 2001, Yahoo! outlined the company's strategy and key priorities in order to achieve sustainable, profitable growth over the long term. As part of the overall strategy, Yahoo! realigned the organization around six key businesses in order to become more focused and efficient: listings, access, commerce, communications, media and information and enterprise solutions.

        "We remain steadfast in our strategy to build a diversified global business by focusing our efforts and leveraging our core strengths to provide deeper, more valuable solutions for our consumers and business partners. In the fourth quarter we executed on a number of initiatives to support our new business strategy and our goal is to maintain that momentum as we enter 2002," said Semel.

        "Yahoo!'s organizational strategy for 2002 and beyond is to ensure that we are in the right businesses, with the structure and people to achieve maximum potential from the opportunities we see," said Jeff Mallett, president and chief operating officer, Yahoo!. "We have made significant



progress on our goals during a particularly challenging economic period and we will continue to leverage the strength of our six business areas in order to position ourselves for growth."

Business Outlook

        "We are very pleased with our strong fourth quarter performance and we remain committed to operating in a financially disciplined manner as we manage through the ongoing challenging economic environment," said Susan Decker, chief financial officer, Yahoo!. "To support our stated financial objective of maximizing long term free cash flow, we are focused in the near term on balancing short term profitability with the investment required to drive sustainable growth and, in the longer term, increasing revenue per user. We are extremely excited about the future, as we have created a strong foundation that will serve as a platform to permit us to drive profitable growth in the years ahead."

        Based on information as of January 16, 2002, and excluding the effects of the pending acquisition of HotJobs and of any other potential acquisitions, the company expects revenues for the first quarter 2002 to be between $160 and $180 million, and between $750 and $800 million for the full year 2002.

        On that same basis, in the first quarter 2002, Yahoo! expects pro forma earnings before interest, depreciation and amortization (EBITDA) to range from $5 to $15 million and pro forma earnings per share (EPS) to be $0.01 or $0.02. For the full year 2002, pro forma EBITDA is expected to be between $70 and $100 million and pro forma EPS to be in the range of $0.07 to $0.10.

        The Business Outlook for the company as of today will be available on the company's Investor Relations Web site throughout the current quarter. It is currently expected the full Business Outlook will not be updated until the release of Yahoo!'s next quarterly earnings announcement; however, Yahoo! reserves the right to update the full Business Outlook or any portion thereof at any time for any reason.

Quarterly Conference Call

        Yahoo! will host a conference call today to discuss fourth quarter and year end results at 5:00 p.m. Eastern Time. A live Webcast of the conference call can be accessed at http://webevents.broadcast.com/yahoo/011602. In addition, a replay of the call will be available for 48 hours following the conference call and can be accessed through the "Conference Calls" area of the company's Investor Relations Web site at http://www.yahoo.com/info/investor, or by calling (800) 633-8284, reservation No. 20087964.

About Yahoo!

        Yahoo! Inc. is a leading global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 219 million individuals each month worldwide. As the first online navigational guide to the Web, www.yahoo.com is the leading guide in terms of traffic, advertising, household and business user reach. Yahoo! is the No. 1 Internet brand globally and reaches the largest audience worldwide. Through Yahoo! Enterprise Solutions, the company also provides online business and enterprise services designed to enhance the productivity and Web presence of Yahoo!'s clients. The company's global Web network includes 24 World properties. Headquartered in Sunnyvale, Calif., Yahoo! has offices in Europe, Asia, Latin America, Australia, Canada and the United States.

        This press release and its attachments contain forward-looking statements that involve risks and uncertainties concerning Yahoo!'s expected financial performance (as described without limitation in the Business Outlook section and quotations from management in this press release), as well as Yahoo!'s strategic and operational plans. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the slower spending environment for advertising sales; the actual increases in demand by customers for Yahoo!'s premium and corporate services; the ability to successfully change the customer mix among Yahoo!'s advertising customers; general economic conditions (including the effects of the terrorist attacks on the United States on Sept. 11, 2001 and



related events); the ability to adjust to changes in personnel, including management changes; and the dependence on third parties for technology, content and distribution. All information set forth in this release and its attachments is as of Jan. 16, 2002, and Yahoo! undertakes no duty to update this information. More information about potential factors that could affect the company's business and financial results is included in the company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2000 and Quarterly Report on Form 10-Q for the quarterly period ended Sept. 30, 2001, including (without limitation) under the captions, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are on file with the Securities and Exchange Commission (the "SEC") and available at the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in Yahoo!'s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2001 which will be filed with the SEC in the near future.


(1)
Pro forma net income and net income per share calculations for all 2001 and 2000 periods exclude acquisition-related and restructuring charges, amortization of intangibles and stock compensation, employer payroll taxes on gains realized by employees from non-qualified stock option exercises, investment gains and losses, and income related to a contract termination fee.

# # #

Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of
Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.

Media Relations Contacts:
Diana Lee, Yahoo! Inc., (408) 349-6501, dianalee@yahoo-inc.com
Nicole Waddell, Fleishman-Hillard, (415) 356-1037, waddelln@fleishman.com

Investor Relations Contact:
Cathy La Rocca, Yahoo! Inc., (408) 349-5188, cathy@yahoo-inc.com




Yahoo! Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

 
  Three Months Ended
December 31,

  Year Ended
December 31,

 
 
  2001
  2000
  2001
  2000
 

Net revenues

 

$

188,911

 

$

310,873

 

$

717,422

 

$

1,110,178

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cost of revenues     37,301     40,071     157,001     149,744  
  Sales and marketing     90,665     122,252     382,826     407,854  
  Product development     30,339     29,179     121,012     102,382  
  General and administrative     19,506     17,974     78,141     65,511  
   
 
 
 
 
    Total costs and expenses     177,811     209,476     738,980     725,491  
   
 
 
 
 

Pro forma income (loss) from operations

 

 

11,100

 

 

101,397

 

 

(21,558

)

 

384,687

 

Investment income, net

 

 

22,452

 

 

27,901

 

 

101,905

 

 

89,939

 
Minority interests in operations of consolidated subsidiaries     (1,465 )   124     (693 )   (5,298 )
   
 
 
 
 

Pro forma income before income taxes

 

 

32,087

 

 

129,422

 

 

79,654

 

 

469,328

 

Provision for income taxes

 

 

15,402

 

 

49,180

 

 

38,234

 

 

178,345

 
   
 
 
 
 

Pro forma net income

 

$

16,685

 

$

80,242

 

$

41,420

 

$

290,983

 
   
 
 
 
 

Pro forma net income per share - diluted

 

$

0.03

 

$

0.13

 

$

0.07

 

$

0.48

 
   
 
 
 
 

Shares used in per share pro forma calculation - diluted

 

 

598,244

 

 

599,518

 

 

596,545

 

 

610,678

 
   
 
 
 
 



 
Supplemental Financial Data                          
Pro forma EBITDA (1)   $ 28,495   $ 111,077   $ 43,622   $ 410,605  
Pro forma after tax cash earnings (2)   $ 34,175   $ 90,897   $ 107,229   $ 322,546  
Pro forma after tax cash earnings per share - diluted   $ 0.06   $ 0.15   $ 0.18   $ 0.53  

 

The above unaudited pro forma condensed consolidated statements of operations are not a presentation in accordance with generally accepted accounting principles as they exclude the effects of the following (in thousands):

Pro forma net income   $ 16,685   $ 80,242   $ 41,420   $ 290,983  
  Amortization of intangible assets     (18,449 )   (7,661 )   (64,085 )   (28,328 )
  Payroll taxes on option exercises     (197 )   (2,566 )   (1,310 )   (14,856 )
  Stock compensation expense     (989 )   (3,708 )   (9,096 )   (20,898 )
  Restructuring costs     (16,771 )   -     (57,471 )   -  
  Acquisition-related costs     -     -     (4,750 )   (22,785 )
  Other income, net:                          
    Investment gains (losses), net     879     (164,617 )   (26,623 )   (118,943 )
    Contract termination fee     -     -     9,000     -  
    Goodwill amortization of Yahoo! Japan equity investment     (1,786 )   (1,786 )   (7,144 )   (4,697 )
  Supplemental provision for income taxes (3)     11,969     2,277     27,271     (9,700 )
   
 
 
 
 

Reported net income (loss)

 

$

(8,659

)

$

(97,819

)

$

(92,788

)

$

70,776

 
   
 
 
 
 

(1)
Defined as income (loss) from operations before depreciation and amortization, stock compensation expense, and acquisition-related costs and restructuring charges.

(2)
Defined as pro forma net income before depreciation but after payroll taxes on option exercises.

(3)
Supplemental provision for income taxes reflects a pro forma effective tax rate of 48% for 2001 and a pro forma effective tax rate of 38% for 2000.

Yahoo! Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

 
  Three Months Ended
December 31,

  Year Ended
December 31,

 
 
  2001
  2000
  2001
  2000
 

Net revenues

 

$

188,911

 

$

310,873

 

$

717,422

 

$

1,110,178

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Cost of revenues     37,301     40,071     157,001     149,744  
    Sales and marketing     90,665     122,252     382,826     407,854  
    Product development     30,339     29,179     121,012     102,382  
    General and administrative     19,506     17,974     78,141     65,511  
    Payroll taxes on option exercises     197     2,566     1,310     14,856  
    Stock compensation expense     989     3,708     9,096     20,898  
    Amortization of intangibles     18,449     7,661     64,085     28,328  
    Restructuring costs     16,771         57,471      
    Acquisition-related costs             4,750     22,785  
   
 
 
 
 
      Total costs and expenses     214,217     223,411     875,692     812,358  
   
 
 
 
 
  Income (loss) from operations     (25,306 )   87,462     (158,270 )   297,820  
 
Investment income (loss), net

 

 

21,545

 

 

(138,502

)

 

77,138

 

 

(33,701

)
  Minority interests in operations of consolidated subsidiaries     (1,465 )   124     (693 )   (5,298 )
   
 
 
 
 
  Income (loss) before income taxes     (5,226 )   (50,916 )   (81,825 )   258,821  
 
Provision for income taxes

 

 

3,433

 

 

46,903

 

 

10,963

 

 

188,045

 
   
 
 
 
 
  Net income (loss)   $ (8,659 ) $ (97,819 ) $ (92,788 ) $ 70,776  
   
 
 
 
 
  Net income (loss) per share - diluted   $ (0.02 ) $ (0.17 ) $ (0.16 ) $ 0.12  
   
 
 
 
 
  Shares used in per share calculation - diluted     571,928     559,872     569,724     610,678  
   
 
 
 
 

Yahoo! Inc.
Unaudited Consolidated Summary Balance Sheet Data
(in thousands)

 
  December 31, 2001
  December 31, 2000
ASSETS            
    Cash, cash equivalents, and investments            
      in marketable debt securities (1)   $ 1,730,655   $ 1,688,666
    Accounts receivable, net     68,648     90,561
    Property and equipment, net     131,648     109,781
    Investments in marketable equity securities     34,852     87,545
    Other assets, net     427,674     293,023
   
 
      Total assets   $ 2,393,477   $ 2,269,576
   
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 
  Liabilities:            
    Accounts payable, accrued expenses and other liabilities   $ 287,051   $ 226,184
    Deferred revenue     109,402     117,165
   
 
      Total liabilities     396,453     343,349
   
 
 
Minority interests in consolidated subsidiaries

 

 

30,007

 

 

29,313
  Stockholders' equity     1,967,017     1,896,914
   
 
    $ 2,393,477   $ 2,269,576
   
 

(1)
Cash, cash equivalents, and investments in marketable debt securities include restricted amounts of $259 million and $30 million at December 31, 2001 and 2000, respectively.

Yahoo! Inc.
Unaudited Consolidated Summary Cash Flows Data
(in thousands)

 
  Three Months Ended
December 31,

  Year Ended
December 31,

 
 
  2001
  2000
  2001
  2000
 
CASH FLOWS FROM OPERATING ACTIVITIES:                          
  Net income (loss)   $ (8,659 ) $ (97,819 ) $ (92,788 ) $ 70,776  
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                          
    Depreciation and amortization     36,041     19,907     130,575     69,102  
    Tax benefits from stock options     (4,055 )   46,991     2,003     172,525  
    Noncash restructuring costs     3,132         14,790      
    Other noncash items     2,580     166,805     37,856     144,822  
    Change in working capital     (16,056 )   (56,946 )   14,414     52,482  
   
 
 
 
 
Net cash provided by operating activities     12,983     78,938     106,850     509,707  
   
 
 
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Acquisition of property and equipment, net of proceeds from disposals     (14,342 )   (28,628 )   (86,211 )   (94,413 )
  Purchases of equity securities     (1,800 )   (16,989 )   (11,275 )   (106,675 )
  Sales of equity securities     8,921     15,200     23,280     15,200  
  Acquisitions and dispositions, net of cash acquired             (14,478 )   2,726  
   
 
 
 
 
Net cash used in investing activities     (7,221 )   (30,417 )   (88,684 )   (183,162 )
   
 
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES AND OTHER:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Proceeds from issuance of Capital Stock, net     21,006     29,379     83,875     352,279  
  Repurchase of Capital Stock             (59,988 )    
  Other     (8,771 )   296     (64 )   5,541  
   
 
 
 
 
Net cash provided by financing activities and other     12,235     29,675     23,823     357,820  
   
 
 
 
 
Net change in cash, cash equivalents, and marketable debt securities     17,997     78,196     41,989     684,365  
Cash, cash equivalents, and investments in marketable debt securities at beginning of period     1,712,658     1,610,470     1,688,666     1,004,301  
   
 
 
 
 
Cash, cash equivalents, and investments in marketable debt securities at end of period   $ 1,730,655   $ 1,688,666   $ 1,730,655   $ 1,688,666  
   
 
 
 
 

Yahoo! Inc.
Fourth Quarter 2001 Operating Highlights
January 16, 2002

Audience Growth, Usage and Loyalty

Appointments

Major Announcements

        In the fourth quarter of 2001, Yahoo! entered into a number of major agreements. Highlights include the following:


Essential Marketing Solutions

Enterprise Solutions

2


Consumer Services

Commerce

Communications

3


Media and Information

# # #

Yahoo!, Corporate Yahoo!, My Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of
Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.

4




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Exhibit 99.2

        Yahoo!'s Jeff Mallett To Step Down as
President and Chief Operating Officer

Will Remain with Company through April 2002

SUNNYVALE, Calif.—January 16, 2002—Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet communications, commerce and media company, today said that Jeff Mallett will step down as president and chief operating officer in April. He is leaving Yahoo! to take advantage of greater flexibility for family and business interests.

        Mallett will continue working with the management and operations teams to execute the company strategy, as well as facilitate a smooth transition. He will also continue as a member of the Board of Directors until the company's annual stockholder meeting this spring.

        "For the past seven years, Jeff has worked tirelessly to help build Yahoo! into a powerful, global franchise," said Terry Semel, chairman and chief executive officer. "One of Jeff's greatest contributions has been helping assemble the leading team that will carry Yahoo! into its next phase of development. He has also been an integral player in our efforts to position Yahoo! for growth in the coming years. We are very grateful to Jeff for his vast contributions."

        "All of us at Yahoo! owe Jeff a tremendous debt of gratitude for his role in building this company," said Jerry Yang, co-founder and Chief Yahoo. "His passion, vision and intense commitment to execution have helped Yahoo! become the leading Internet brand with an unparalleled global audience. He will be greatly missed, personally and professionally."

        "Building Yahoo! has been the opportunity of a lifetime," said Mallett. "It has been a great privilege to be part of a company that has become essential to millions of people around the world. Upon working to stabilize our business, building a strong operating team and positioning Yahoo! for growth, I've decided there's no better time for me to pursue more personal flexibility after seven very fulfilling years. I have the greatest confidence in Terry Semel and the management team to seize the opportunities ahead and to continue building Yahoo! into a diversified global business that enhances consumers' lives and partners' businesses. "

        Mr. Mallett joined Yahoo! in 1995 as the company's 12th employee. He was instrumental in engineering the company's original business plan, including establishing the Yahoo! network as the number one global web network. He has also been integral to the company's diversification into enterprise solutions, business and consumer for-pay services and electronic commerce transactions.

        The company expects to outline a succession plan prior to Mallett's departure in April. Yahoo! made no other organizational or reporting structure changes in conjunction with this announcement.


Yahoo!'s Jeff Mallett To Step Down in April 2002,    Page 2

About Yahoo!

        Yahoo! Inc. is a leading global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 219 million individuals each month worldwide. As the first online navigational guide to the Web, www.yahoo.com is the leading guide in terms of traffic, advertising, household and business user reach. Yahoo! is the No. 1 Internet brand globally and reaches the largest audience worldwide. Through the Yahoo! Enterprise Solutions division, the company also provides online business and enterprise services designed to enhance the productivity and Web presence of Yahoo!'s clients. The company's global Web network includes 24 World properties. Headquartered in Sunnyvale, Calif., Yahoo! has offices in Europe, Asia, Latin America, Australia, Canada and the United States.

# # #

Yahoo! and the Yahoo! logo, are registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.

Media Contacts:
Nicki Dugan, Yahoo! Inc., 408-349-7361, nicki@yahoo-inc.com
Nicole Waddell, Fleishman-Hillard, 415-356-1037, waddelln@fleishman.com




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