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: October 8, 2003 ----------- YAHOO! INC. (Exact name of registrant as specified in its charter) 0-28018 (Commission File Number) DELAWARE 77-0398689 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated October 8, 2003 by Yahoo! Inc. Item 12.Results of Operations and Financial Condition This Report on Form 8-K is being filed under the Securities Exchange Act of 1934, as amended. On October 8, 2003, Yahoo! Inc., a Delaware corporation ("Yahoo!"), announced its financial results for the fiscal quarter ended September 30, 2003 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 filed as an exhibit to this report 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 and other matters 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, among other sections, under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, which are on file with the Securities and Exchange Commission ("SEC") and available at the Securities and Exchange Commission's website (http://www.sec.gov), and will also be included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 to be filed with the Securities and Exchange Commission in the fourth quarter of 2003. The press release also discloses certain financial measures, such as revenues excluding traffic acquisition costs ("TAC"), operating income before depreciation and amortization and free cash flow, that may be considered non-GAAP financial measures in certain circumstances. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. We believe these financial measures provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of our core operating results. We believe these financial measures are useful to investors in allowing for greater transparency to supplemental information used by management in its financial and operational decision-making. In addition, we have historically reported similar financial measures to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting at this time. The Company believes that financial measures that may be considered non-GAAP in certain circumstances, including revenues excluding TAC, operating income before depreciation and amortization and free cash flow are helpful, when presented in conjunction with the comparable GAAP measures of gross profit, income from operations, and cash flow from operating activities.
Revenues excluding TAC is defined as gross profit before other cost of revenues. We believe this measure is useful to management and investors as it is more comparable to our historical results, as traffic acquisition costs paid to affiliates of Overture Services, Inc., the Company's recently acquired wholly-owned subsidiary ("Overture"), are a significant percentage of revenues generated from Overture's sponsored search services. Operating income before depreciation and amortization is defined as income (loss) from operations before depreciation and amortization. We consider operating income before depreciation and amortization to be an important indicator of the operational strength of the Company. This measure eliminates the effects of depreciation and amortization from period to period, which we believe is useful to management and investors in evaluating the operating performance of the Company as depreciation and amortization costs are not directly attributable to the underlying performance of the Company's business operations. A limitation associated with this measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company's businesses. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures. Free cash flow is defined as cash flow from operating activities less capital expenditures and change in long-term deferred revenue. Change in long-term deferred revenue represents cash payments received in advance of revenue recognized related to the Company's agreement with its sponsored search provider. Free cash flow is considered a liquidity measure and provides useful information to management and investors about the amount of cash generated after the acquisition of property and equipment and change in long-term deferred revenue, which can then be used for strategic opportunities including, among others, investing in the Company's business, making strategic acquisitions, strengthening the balance sheet and repurchasing stock. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. In addition, management refers to these financial measures to facilitate internal and external comparisons to the Company's historical operating results, in making operating decisions, for budget planning purposes, and to form the basis upon which management is compensated. These measures should be considered in addition to, not as a substitute for, or superior to, gross profit, income from operations, cash flow from operating activities, or other measures of financial performance prepared in accordance with generally accepted accounting principles. The non-GAAP measures included in our press release have been reconciled to the most directly comparable GAAP measure as is now required under new SEC rules regarding the use of non-GAAP financial measures. As used herein, "GAAP" refers to accounting principles generally accepted in the United States.
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: October 8, 2003 By: /s/ Susan Decker ----------------------------------- Susan Decker Executive Vice President, Finance and Administration, and Chief Financial Officer
YAHOO! INC. INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Press Release dated October 8, 2003.
Exhibit 99.1 Yahoo! Reports Third Quarter 2003 Financial Results; Company Posts Third Quarter Operating Income of $83 Million, Operating Income Before Depreciation and Amortization of $117 Million SUNNYVALE, Calif.--(BUSINESS WIRE)--Oct. 8, 2003--Yahoo! Inc. (Nasdaq:YHOO) today reported results for the third quarter ended September 30, 2003. Net revenues for the third quarter totaled $356.8 million, a 43 percent increase over the $248.8 million reported for the same period in 2002. Operating income for the third quarter of 2003 was $83.5 million, compared to $29.5 million for the same period of 2002. Operating income before depreciation and amortization for the third quarter of 2003 was $116.5 million, compared to $59.2 million for the same period of 2002. Cash flow from operating activities for the third quarter of 2003 was $135.5 million, compared to $72.3 million for the same period of 2002. Free cash flow for the third quarter of 2003 was $97.1 million, compared to $59.0 million for the same period of 2002. Net revenues for the nine months ended September 30, 2003 totaled $961.2 million, a 44 percent increase over the $667.3 million reported for the same period in 2002. Operating income for the nine months ended September 30, 2003 was $201.2 million, compared to $32.8 million for the same period of 2002. Operating income before depreciation and amortization for the nine months ended September 30, 2003 was $297.8 million, compared to $113.0 million for the same period of 2002. Cash flow from operating activities for the nine months ended September 30, 2003 was $326.3 million, compared to $223.1 million for the same period of 2002. Free cash flow for the nine months ended September 30, 2003 was $246.6 million, compared to $158.2 million for the same period of 2002. "Yahoo!'s record financial performance in the third quarter is the product of consistent execution against the strategic priorities we have outlined over the past two years. On a year over year basis, we saw double digit increases in each of our three line items -- marketing services, fees, and listings -- demonstrating that we delivered strong, diverse and balanced growth," said Terry Semel, chairman and chief executive officer, Yahoo!. "As we more fully take advantage of the revenue potential across our entire business, we believe we can continue to meet our long-term objective for superior, consistent and sustainable growth. In this quarter our business grew stronger and better and we continue to remain optimistic about the future." Business Outlook "We are very pleased with the strength of our third quarter report card, both in terms of what it says about our current fundamentals and also with respect to progress on our key longer-term measures of success. Our client base really says it all: we are supported by hundreds of blue chip traditional marketers, thousands of small and medium-sized businesses, and millions of consumers around the world," said Susan Decker, chief financial officer, Yahoo!. "All these elements constitute a strong, diverse, and well-distributed foundation, which assists us in our longer-term objective to generate consistent and sustainable growth across our key financial metrics." Please refer to the "Notes to Unaudited Condensed Consolidated Statements of Operations" and "Business Outlook" attached to this press release. Third Quarter 2003 Financial Highlights Revenues: In the third quarter of 2003, Yahoo! reported net revenues of $356.8 million, a 43 percent increase from the same period in 2002. For the nine months ended September 30, 2003, net revenues were $961.2 million, a 44 percent increase from the $667.3 million reported in the same period in 2002. Marketing services revenues for the third quarter of 2003 totaled $245.1 million, a 48 percent increase from the same period in 2002. Marketing services revenues for the nine months ended September 30, 2003 totaled $654.2 million, a 44 percent increase from the same period in 2002. These increases resulted from a combination of a strong increase in revenues from Yahoo!'s sponsored search services, and growth in the balance of Yahoo!'s global marketing services revenues. Fees revenues for the third quarter of 2003 totaled $79.4 million, a 38 percent increase compared to the same period in 2002. Fees revenues for the nine months ended September 30, 2003 totaled $213.0 million, a 46 percent increase compared to the same period in 2002. These increases were primarily driven by the growth in paying relationships for Yahoo!'s premium services, including the SBC Yahoo! DSL and Dial products, Yahoo! Personals, and our small business and communications suites of premium services, partially offset by a decrease in our event webcasting business. Listings revenues for the third quarter of 2003 totaled $32.4 million, a 26 percent increase compared to the same period in 2002. Listings revenues for the nine months ended September 30, 2003 totaled $93.9 million, a 42 percent increase compared to the same period in 2002. These increases were driven primarily by the incremental contribution of revenue from HotJobs, which was acquired in February 2002, as well as increases in our search and marketplace services revenues. Operating income and Operating income before depreciation and amortization: Operating income for the third quarter of 2003 totaled $83.5 million, compared to $29.5 million in the same period of 2002. Operating income before depreciation and amortization for the third quarter of 2003 totaled $116.5 million, a 97 percent increase compared to the $59.2 million reported in the same period of 2002. Operating income margin was 23 percent of net revenues in the third quarter of 2003 compared to 12 percent of net revenues for the same period of 2002. Operating income before depreciation and amortization margin increased to 33 percent of net revenues in the third quarter of 2003 compared to 24 percent of net revenues in the same period of 2002. The substantial increase in operating income and operating income before depreciation and amortization reflects strong growth in net revenues and only a 25 percent increase in costs on a year over year basis as a result of our ongoing cost discipline. Operating income for the nine months ended September 30, 2003 totaled $201.2 million, compared to $32.8 million in the same period of 2002. Operating income before depreciation and amortization for the nine months ended September 30, 2003 totaled $297.8 million, a 164 percent increase compared to the $113.0 million reported in the same period of 2002. Operating income margin was 21 percent of net revenues for the nine months ended September 30, 2003 compared to 5 percent of net revenues for the same period of 2002. Operating income before depreciation and amortization margin increased to 31 percent of net revenues for the nine months ended September 30, 2003 compared to 17 percent of net revenues in the same period of 2002. The increase in operating income and operating income before depreciation and amortization reflects strong growth in net revenues and only a 20 percent increase in costs on a year over year basis. Cash flow from operating activities and Free cash flow: Cash flow from operating activities for the third quarter of 2003 totaled $135.5 million, compared to $72.3 million for the same period of 2002. Free cash flow for the third quarter of 2003 totaled $97.1 million, a 65 percent increase compared to the $59.0 million reported for the same period of 2002. Cash flow from operating activities for the nine months ended September 30, 2003 totaled $326.3 million, compared to $223.1 million for the same period of 2002. Free cash flow for the nine months ended September 30, 2003 totaled $246.6 million, a 56 percent increase compared to the $158.2 million reported for the same period of 2002. Net Income (Loss): Net income for the third quarter of 2003 was $65.3 million or $0.10 per diluted share, compared with $28.9 million or $0.05 per diluted share for the same period of 2002. Net income for the nine months ended September 30, 2003 was $162.9 million or $0.26 per diluted share, compared with income before the cumulative effect of accounting change of $60.7 million or $0.10 per diluted share for the same period of 2002. Net loss was $3.4 million or $0.01 per diluted share for the nine months ended September 30, 2002, including the charge of $64.1 million for the cumulative effect of the accounting change for the implementation of Statement of Financial Accounting Standard No. 142 ("SFAS 142"). SFAS 142, which the Company adopted January 1, 2002, requires companies to assess the goodwill recorded from previous acquisitions, and as necessary, record an impairment charge that does not affect cash or the Company's operations. Quarterly Conference Call Yahoo! will host a conference call to discuss third quarter results at 5:00 p.m. Eastern Time today. A live Webcast of the conference call, together with supplemental financial information can be accessed through the Company's Investor Relations Web site at http://yhoo.client.shareholder.com/earnings.cfm. In addition, an archive of the Webcast can be accessed through the same link. An audio replay of the call will be available following the conference call by calling 877-213-9653 or 630-652-3041, reservation number: 7802416. About Yahoo! Yahoo! Inc. is a leading provider of comprehensive online products and services to consumers and businesses worldwide. Yahoo! is the No. 1 Internet brand globally and the most trafficked Internet destination worldwide. Headquartered in Sunnyvale, Calif., Yahoo!'s global network includes 25 World properties and is available in 13 languages. This press release includes the financial measures revenues excluding traffic acquisition costs, operating income before depreciation and amortization and free cash flow. These measures may be considered non-GAAP financial measures and may be different from non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. See Note 3 of the Notes to Unaudited Condensed Consolidated Statements of Operations and reconciliations to GAAP financial measures included in this press release. 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, decreases or delays in marketing services spending, including performance of the Company's newly acquired Overture business; the actual increases in demand by customers for Yahoo!'s premium services; acceptance of new products and services; general economic conditions; risks related to the integration of recent acquisitions; the ability to adjust to changes in personnel, including management changes; and the dependence on third parties for technology, services, content and distribution. All information set forth in this release and its attachments is as of October 8, 2003. 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 December 31, 2002 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, 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 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, which will be filed with the SEC in the fourth quarter of 2003. Yahoo! Inc. Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ---------------------------------------- 2002 2003 2002 2003 ---------------------------------------- Net revenues $248,823 $356,821 $667,280 $961,175 Cost of revenues 41,033 47,287 120,562 137,261 -------- -------- -------- -------- Gross profit 207,790 309,534 546,718 823,914 -------- -------- -------- -------- Operating expenses: Sales and marketing 109,086 128,846 315,247 364,752 Product development 37,352 48,026 105,296 130,397 General and administrative 25,961 39,653 78,067 102,498 Amortization of intangibles 5,914 9,511 15,288 25,020 -------- -------- -------- -------- Total operating expenses 178,313 226,036 513,898 622,667 -------- -------- -------- -------- Income from operations 29,477 83,498 32,820 201,247 Other income, net(1) 19,535 23,935 71,432 66,529 Minority interests in operations of consolidated subsidiaries (916) (2,063) (565) (5,097) -------- -------- -------- -------- Income before income taxes and cumulative effect of accounting change 48,096 105,370 103,687 262,679 Provision for income taxes 19,239 40,041 42,961 99,819 -------- -------- -------- -------- Income before cumulative effect of accounting change 28,857 65,329 60,726 162,860 Cumulative effect of accounting change - - (64,120) - -------- -------- -------- -------- Net income (loss) $ 28,857 $ 65,329 $ (3,394) $162,860 ======== ======== ======== ======== Net income (loss) per share - diluted: Income before cumulative effect of accounting change $ 0.05 $ 0.10 $ 0.10 $ 0.26 Cumulative effect of accounting change - - (0.11) - -------- -------- -------- -------- Net income (loss) per share - diluted $ 0.05 $ 0.10 $ (0.01) $ 0.26 ======== ======== ======== ======== Shares used in per share calculation - diluted(2) 607,134 637,444 610,899 627,270 ======== ======== ======== ======== - ---------------------------------------------------------------------- Supplemental Financial Data(3) - ------------------------------ Income from operations $ 29,477 $ 83,498 $ 32,820 $201,247 Operating income before depreciation and amortization $ 59,228 $116,511 $113,002 $297,836 Cash flow from operating activities $ 72,265 $135,533 $223,090 $326,284 Free cash flow $ 58,972 $ 97,088 $158,209 $246,566 Yahoo! Inc. Notes to Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share amounts and percentages) (1) Other income, net for the three months ended September 30, 2002 includes $0.7 million of net investment losses and $0.8 million of contract termination fees. Other income, net for the nine months ended September 30, 2002 includes $2.3 million of net investment gains and $1.7 million of net proceeds from the termination of contracts. There were no material comparative amounts for the three months ended September 30, 2003. Other income, net for the nine months ended September 30, 2003 includes approximately $1.6 million of net investment losses, $0.7 million of proceeds from the termination of a contract, and $0.2 million of net gains on disposal of assets. (2) Diluted net loss per share for the nine months ended September 30, 2002 is computed excluding common share equivalents of 16,779 shares, as their effect is anti-dilutive. (3) The Company believes that financial measures that may be considered non-GAAP in certain circumstances, including revenues excluding traffic acquisition costs ("TAC"), operating income before depreciation and amortization and free cash flow are helpful, when presented in conjunction with the comparable GAAP measures of gross profit, income from operations, and cash flow from operating activities. Revenues excluding TAC (referred to in our business outlook) is defined as gross profit before other cost of revenues. We believe this measure is useful to management and investors as it is more comparable to our historical results, as traffic acquisition costs paid to affiliates of Overture Services, Inc., the Company's recently acquired wholly-owned subsidiary ("Overture"), are a significant percentage of revenues generated from Overture's sponsored search services. Operating income before depreciation and amortization is defined as income (loss) from operations before depreciation and amortization. We consider operating income before depreciation and amortization to be an important indicator of the operational strength of the Company. This measure eliminates the effects of depreciation and amortization from period to period, which we believe is useful to management and investors in evaluating the operating performance of the Company as depreciation and amortization costs are not directly attributable to the underlying performance of the Company's business operations. A limitation associated with this measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company's businesses. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures. Free cash flow is defined as cash flow from operating activities less capital expenditures and change in long-term deferred revenue. Change in long-term deferred revenue represents cash payments received in advance of revenue recognized related to the Company's agreement with its sponsored search provider. Free cash flow is considered a liquidity measure and provides useful information to management and investors about the amount of cash generated after the acquisition of property and equipment and change in long-term deferred revenue, which can then be used for strategic opportunities including, among others, investing in the Company's business, making strategic acquisitions, strengthening the balance sheet and repurchasing stock. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. In addition, management refers to these financial measures to facilitate internal and external comparisons to the Company's historical operating results, in making operating decisions, for budget planning purposes, and to form the basis upon which management is compensated. These measures should be considered in addition to, not as a substitute for, or superior to, gross profit, income from operations, cash flow from operating activities, or other measures of financial performance prepared in accordance with generally accepted accounting principles. Yahoo! Inc. Reconciliations to Unaudited Condensed Consolidated Statements of Operations (in thousands, except percentages) Three Months Ended Nine Months Ended September 30, September 30, ----------------------------------------- 2002 2003 2002 2003 ----------------------------------------- Net revenues for groups of similar services: Marketing services $165,761 $245,072 $ 455,146 $ 654,235 Fees 57,331 79,358 145,940 213,013 Listings 25,731 32,391 66,194 93,927 -------- -------- --------- --------- Total net revenues $248,823 $356,821 $ 667,280 $ 961,175 ======== ======== ========= ========= Net revenues by segment: United States $210,135 $299,759 $ 564,212 $ 809,650 International 38,688 57,062 103,068 151,525 -------- -------- --------- --------- Total net revenues $248,823 $356,821 $ 667,280 $ 961,175 ======== ======== ========= ========= Operating income before depreciation and amortization reconciliation: Income from operations $ 29,477 $ 83,498 $ 32,820 $ 201,247 Depreciation and amortization 29,751 33,013 80,182 96,589 -------- -------- --------- --------- Operating income before depreciation and amortization $ 59,228 $116,511 $ 113,002 $ 297,836 ======== ======== ========= ========= Income from operations margin percentage 12% 23% 5% 21% Operating income before depreciation and amortization margin percentage 24% 33% 17% 31% Operating income (loss) before depreciation and amortization by segment: Operating income before depreciation and amortization - United States $ 57,621 $106,122 $ 123,004 $ 273,625 Operating income (loss) before depreciation and amortization - International 1,607 10,389 (10,002) 24,211 -------- -------- --------- --------- Operating income before depreciation and amortization $ 59,228 $116,511 $ 113,002 $ 297,836 ======== ======== ========= ========= Operating income (loss) before depreciation and amortization by segment reconciliation: United States Income from operations $ 30,751 $ 77,684 $ 51,354 $ 189,156 Depreciation and amortization 26,870 28,438 71,650 84,469 -------- -------- --------- --------- Operating income before depreciation and amortization - United States $ 57,621 $106,122 $ 123,004 $ 273,625 ======== ======== ========= ========= Income from operations margin percentage 15% 26% 9% 23% Operating income before depreciation and amortization margin percentage 27% 35% 22% 34% International Income (loss) from operations $ (1,274) $ 5,814 $ (18,534) $ 12,091 Depreciation and amortization 2,881 4,575 8,532 12,120 -------- -------- --------- --------- Operating income (loss) before depreciation and amortization - International $ 1,607 $ 10,389 $ (10,002) $ 24,211 ======== ======== ========= ========= Income from operations margin percentage (3%) 10% (18%) 8% Operating income before depreciation and amortization margin percentage 4% 18% (10%) 16% Free cash flow reconciliation: Cash flow from operating activities $ 72,265 $135,533 $ 223,090 $ 326,284 Acquisition of property and equipment, net (13,293) (38,445) (34,881) (79,718) Change in long-term deferred revenue - - (30,000) - -------- -------- --------- --------- Free cash flow $ 58,972 $ 97,088 $ 158,209 $ 246,566 ======== ======== ========= ========= Yahoo! Inc. Business Outlook Business Outlook The following business outlook is based on current information (including the effect of our acquisition of Overture) and expectations as of October 8, 2003. Yahoo!'s business outlook as of today is expected to 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, notwithstanding subsequent developments; however, Yahoo! may update the full business outlook or any portion thereof at any time. Three months Year ending ending December 31, December 31, 2003 2003 --------------- ---------------- Revenues excluding traffic acquisition costs(a) ("TAC") outlook reconciliation (in millions): Gross Profit $ 395 - $430 $1,219 - $1,254 Other cost of revenues $ 67 - $ 72 $ 204 - $ 209 --------------- ---------------- Revenues excluding TAC $ 462 - $502 $1,423 - $1,463 =============== ================ Operating income before depreciation and amortization outlook reconciliation (in millions): Income from operations $ 70 - $ 85 $ 271 - $ 286 Depreciation and amortization $ 60 - $ 65 $ 157 - $ 162 --------------- ---------------- Operating income before depreciation and amortization $ 130 - $150 $ 428 - $ 448 =============== ================ (a) Refer to Note 3 of Notes to Unaudited Condensed Consolidated Statements of Operations. Yahoo! Inc. Unaudited Consolidated Summary Cash Flow Data (in thousands) Three Months Ended Nine Months Ended September 30, September 30, ----------------------------------------------- 2002 2003 2002 2003 ----------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 28,857 $ 65,329 $ (3,394) $ 162,860 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 29,751 33,013 80,182 96,589 Tax benefits from stock options 17,687 36,198 38,443 85,843 Cumulative effect of accounting change - - 64,120 - Earnings in equity interests (5,527) (12,495) (15,327) (32,225) Minority interests in operations of consolidated subsidiaries 916 2,063 565 5,097 Noncash (gains) losses and impairments of investments 171 113 (2,930) 6,081 Other noncash charges 2,452 2,156 9,228 5,201 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net (17,233) (8,286) (20,759) (31,815) Prepaid expenses and other assets 1,098 3,209 24,972 (756) Accounts payable (1,013) 685 (1,080) 280 Accrued expenses and other liabilities 6,018 19,080 (4,595) 18,147 Deferred revenue 9,088 (5,532) 23,665 10,982 Long-term deferred revenue - - 30,000 - --------- ---------- --------- ----------- Net cash provided by operating activities 72,265 135,533 223,090 326,284 --------- ---------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment, net (13,293) (38,445) (34,881) (79,718) Purchases of marketable securities (254,194) (966,120) (797,231) (1,632,298) Proceeds from sales and maturities of marketable securities 312,995 390,930 808,740 1,041,429 Acquisitions, net of cash acquired - - (189,168) (228,318) Proceeds from (purchases of) other investments (7,649) 9,037 (6,962) 2,763 --------- ---------- --------- ----------- Net cash provided by (used in) investing activities 37,859 (604,598) (219,502) (896,142) --------- ---------- --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt - - - 733,125 Proceeds from issuance of common stock, net 2,916 74,416 38,615 203,027 Repurchase of common stock (100,000) - (100,000) - --------- ---------- --------- ----------- Net cash provided by (used in) financing activities (97,084) 74,416 (61,385) 936,152 --------- ---------- --------- ----------- Effect of exchange rate changes on cash and cash equivalents 2,688 585 4,484 4,252 Net change in cash and cash equivalents 15,728 (394,064) (53,313) 370,546 Cash and cash equivalents, beginning of period 303,591 1,075,582 372,632 310,972 --------- ---------- --------- ----------- Cash and cash equivalents, end of period $ 319,319 $ 681,518 $ 319,319 $ 681,518 ========= ========== ========= =========== Yahoo! Inc. Unaudited Consolidated Summary Balance Sheet Data (in thousands) December 31, September 30, 2002 2003 ----------------------------------- ASSETS Cash and cash equivalents $ 310,972 $ 681,518 Investments in marketable debt securities 1,223,066 1,804,939 Accounts receivable, net 113,612 151,024 Property and equipment, net 371,272 386,443 Goodwill 415,225 635,488 Intangible assets, net 96,252 121,023 Other assets 259,782 325,270 ------------ ------------ Total assets $ 2,790,181 $ 4,105,705 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 276,313 $ 341,070 Deferred revenue 135,501 150,518 Long term debt - 750,000 Long term liabilities 84,540 102,374 ------------ ------------ Total liabilities 496,354 1,343,962 ------------ ------------ Minority interests in consolidated subsidiaries 31,557 36,654 Stockholders' equity 2,262,270 2,725,089 ------------ ------------ Total liabilities and stockholders' equity $ 2,790,181 $ 4,105,705 ============ ============ Yahoo! Inc. Unaudited Supplemental Financial Information and Business Metrics (in thousands, except percentages) Q1 Q2 Q3 Q4 --------- -------- -------- -------- 2002 2002 2002 2002 ---------------------------------------- NET REVENUES: Net revenues for groups of similar services: Marketing services $ 137,675 $151,710 $165,761 $196,422 Fees 39,546 49,063 57,331 62,001 Listings 15,444 25,019 25,731 27,364 --------- -------- -------- -------- Total net revenues $ 192,665 $225,792 $248,823 $285,787 ========= ======== ======== ======== Net revenues for groups of similar services (Trailing Twelve Months): Marketing services $ 561,673 $566,728 $603,358 $651,568 Fees 130,138 150,865 178,426 207,941 Listings 38,061 55,906 74,407 93,558 --------- -------- -------- -------- Total net revenues $ 729,872 $773,499 $856,191 $953,067 ========= ======== ======== ======== Net revenues by segment: United States $ 166,612 $187,465 $210,135 $242,386 International 26,053 38,327 38,688 43,401 --------- -------- -------- -------- Total net revenues $ 192,665 $225,792 $248,823 $285,787 ========= ======== ======== ======== Net revenues by segment (Trailing Twelve Months): United States $ 613,970 $652,324 $723,094 $806,598 International 115,902 121,175 133,097 146,469 --------- -------- -------- -------- Total net revenues $ 729,872 $773,499 $856,191 $953,067 ========= ======== ======== ======== OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION: Operating income before depreciation and amortization: Income (loss) from operations $ (4,175) $ 7,518 $ 29,477 $ 55,368 Depreciation and amortization 22,955 27,476 29,751 29,207 --------- -------- -------- -------- Operating income before depreciation and amortization $ 18,780 $ 34,994 $ 59,228 $ 84,575 ========= ======== ======== ======== Income (loss) from operations margin percentage (2%) 3% 12% 19% Operating income before depreciation and amortization margin percentage 10% 15% 24% 30% Operating income (loss) before depreciation and amortization (Trailing Twelve Months): Income (loss) from operations $(129,677) $(48,325) $ 7,514 $ 88,188 Depreciation and amortization 123,319 118,553 116,223 109,389 --------- -------- -------- -------- Operating income (loss) before depreciation and amortization $ (6,358) $ 70,228 $123,737 $197,577 ========= ======== ======== ======== Income (loss) from operations margin percentage (18%) (6%) 1% 9% Operating income (loss) before depreciation and amortization margin percentage (1%) 9% 14% 21% Operating income (loss) before depreciation and amortization by segment: Operating income before depreciation and amortization - United States $ 26,829 $ 38,554 $ 57,621 $ 81,315 Operating income (loss) before depreciation and amortization - International (8,049) (3,560) 1,607 3,260 --------- -------- -------- -------- Operating income before depreciation and amortization $ 18,780 $ 34,994 $ 59,228 $ 84,575 ========= ======== ======== ======== Operating income (loss) before depreciation and amortization by segment (Trailing Twelve Months): Operating income before depreciation and amortization - United States $ 29,551 $ 97,631 $140,036 $204,319 Operating income (loss) before depreciation and amortization - International (35,909) (27,403) (16,299) (6,742) --------- -------- -------- -------- Operating income (loss) before depreciation and amortization $ (6,358) $ 70,228 $123,737 $197,577 ========= ======== ======== ======== Operating income (loss) before depreciation and amortization by segment reconciliation: United States Income from operations $ 6,729 $ 13,874 $ 30,751 $ 55,021 Depreciation and amortization 20,100 24,680 26,870 26,294 --------- -------- -------- -------- Operating income before depreciation and amortization - United States $ 26,829 $ 38,554 $ 57,621 $ 81,315 ========= ======== ======== ======== Income (loss) from operations margin percentage 4% 7% 15% 23% Operating income before depreciation and amortization margin percentage 16% 21% 27% 34% International Income (loss) from operations $ (10,904) $ (6,356) $ (1,274) $ 347 Depreciation and amortization 2,855 2,796 2,881 2,913 --------- -------- -------- -------- Operating income (loss) before depreciation and amortization- International $ (8,049) $ (3,560) $ 1,607 $ 3,260 ========= ======== ======== ======== Income (loss) from operations margin percentage (42%) (17%) (3%) 1% Operating income before depreciation and amortization margin percentage (31%) (9%) 4% 8% Operating income (loss) before depreciation and amortization by segment reconciliation (Trailing Twelve Months): United States Income (loss) from operations $ (80,217) $ (7,949) $ 35,540 $106,375 Depreciation and amortization 109,768 105,580 104,496 97,944 --------- -------- -------- -------- Operating income before depreciation and amortization - United States $ 29,551 $ 97,631 $140,036 $204,319 ========= ======== ======== ======== Income (loss) from operations margin percentage (13%) (1%) 5% 13% Operating income before depreciation and amortization margin percentage 5% 15% 19% 25% International Income (loss) from operations $ (49,460) $(40,376) $(28,026) $(18,187) Depreciation and amortization 13,551 12,973 11,727 11,445 --------- -------- -------- -------- Operating income (loss) before depreciation and amortization- International $(35,909) $(27,403) $(16,299) $ (6,742) ========= ======== ======== ======== Income (loss) from operations margin percentage (43%) (33%) (21%) (12%) Operating income before depreciation and amortization margin percentage (31%) (23%) (12%) (5%) FREE CASH FLOW: Free cash flow reconciliation: Cash flow from operating activities $ 47,443 $103,382 $ 72,265 $ 79,358 Acquisition of property and equipment, net (7,287) (14,301) (13,293) (16,672) Change in long-term deferred revenue - (30,000) - - --------- -------- -------- -------- Free cash flow $ 40,156 $ 59,081 $ 58,972 $ 62,686 ========= ======== ======== ======== Free cash flow reconciliation (Trailing Twelve Months): Cash flow from operating activities $ 83,240 $192,226 $236,073 $302,448 Acquisition of property and equipment, net (52,043) (52,743) (49,223) (51,553) Change in long-term deferred revenue - (30,000) (30,000) (30,000) --------- -------- -------- -------- Free cash flow $ 31,197 $109,483 $156,850 $220,895 ========= ======== ======== ======== Q1 Q2 Q3 ---------- ---------- ---------- 2003 2003 2003 ----------------------------------- NET REVENUES: Net revenues for groups of similar services: Marketing services $ 189,965 $ 219,198 $ 245,072 Fees 63,729 69,926 79,358 Listings 29,254 32,282 32,391 ---------- ---------- ---------- Total net revenues $ 282,948 $ 321,406 $ 356,821 ========== ========== ========== Net revenues for groups of similar services (Trailing Twelve Months): Marketing services $ 703,858 $ 771,346 $ 850,657 Fees 232,124 252,987 275,014 Listings 107,368 114,631 121,291 ---------- ---------- ---------- Total net revenues $1,043,350 $1,138,964 $1,246,962 ========== ========== ========== Net revenues by segment: United States $ 238,546 $ 271,345 $ 299,759 International 44,402 50,061 57,062 ---------- ---------- ---------- Total net revenues $ 282,948 $ 321,406 $ 356,821 ========== ========== ========== Net revenues by segment (Trailing Twelve Months): United States $ 878,532 $ 962,412 $1,052,036 International 164,818 176,552 194,926 ---------- ---------- ---------- Total net revenues $1,043,350 $1,138,964 $1,246,962 ========== ========== ========== OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION: Operating income before depreciation and amortization: Income (loss) from operations $ 54,977 $ 62,772 $ 83,498 Depreciation and amortization 29,073 34,503 33,013 ---------- ---------- ---------- Operating income before depreciation and amortization $ 84,050 $ 97,275 $ 116,511 ========== ========== ========== Income (loss) from operations margin percentage 19% 20% 23% Operating income before depreciation and amortization margin percentage 30% 30% 33% Operating income (loss) before depreciation and amortization (Trailing Twelve Months): Income (loss) from operations $ 147,340 $ 202,594 $ 256,615 Depreciation and amortization 115,507 122,534 125,796 ---------- ---------- ---------- Operating income (loss) before depreciation and amortization $ 262,847 $ 325,128 $ 382,411 ========== ========== ========== Income (loss) from operations margin percentage 14% 18% 21% Operating income (loss) before depreciation and amortization margin percentage 25% 29% 31% Operating income (loss) before depreciation and amortization by segment: Operating income before depreciation and amortization - United States $ 76,948 $ 90,555 $ 106,122 Operating income (loss) before depreciation and amortization - International 7,102 6,720 10,389 ---------- ---------- ---------- Operating income before depreciation and amortization $ 84,050 $ 97,275 $ 116,511 ========== ========== ========== Operating income (loss) before depreciation and amortization by segment (Trailing Twelve Months): Operating income before depreciation and amortization - United States $ 254,438 $ 306,439 $ 354,940 Operating income (loss) before depreciation and amortization - International 8,409 18,689 27,471 ---------- ---------- ---------- Operating income (loss) before depreciation and amortization $ 262,847 $ 325,128 $ 382,411 ========== ========== ========== Operating income (loss) before depreciation and amortization by segment reconciliation: United States Income from operations $ 51,000 $ 60,472 $ 77,684 Depreciation and amortization 25,948 30,083 28,438 ---------- ---------- ---------- Operating income before depreciation and amortization - United States $ 76,948 $ 90,555 $ 106,122 ========== ========== ========== Income (loss) from operations margin percentage 21% 22% 26% Operating income before depreciation and amortization margin percentage 32% 33% 35% International Income (loss) from operations $ 3,977 $ 2,300 $ 5,814 Depreciation and amortization 3,125 4,420 4,575 ---------- ---------- ---------- Operating income (loss) before depreciation and amortization - International $ 7,102 $ 6,720 $ 10,389 ========== ========== ========== Income (loss) from operations margin percentage 9% 5% 10% Operating income before depreciation and amortization margin percentage 16% 13% 18% Operating income (loss) before depreciation and amortization by segment reconciliation (Trailing Twelve Months): United States Income (loss) from operations $ 150,646 $ 197,244 $ 244,177 Depreciation and amortization 103,792 109,195 110,763 ---------- ---------- ---------- Operating income before depreciation and amortization - United States $ 254,438 $ 306,439 $ 354,940 ========== ========== ========== Income (loss) from operations margin percentage 17% 20% 23% Operating income before depreciation and amortization margin percentage 29% 32% 34% International Income (loss) from operations $ (3,306) $ 5,350 $ 12,438 Depreciation and amortization 11,715 13,339 15,033 ---------- ---------- ---------- Operating income (loss) before depreciation and amortization - International $ 8,409 $ 18,689 $ 27,471 ========== ========== ========== Income (loss) from operations margin percentage (2%) 3% 6% Operating income before depreciation and amortization margin percentage 5% 11% 14% FREE CASH FLOW: Free cash flow reconciliation: Cash flow from operating activities $ 98,628 $ 92,123 $ 135,533 Acquisition of property and equipment, net (20,503) (20,770) (38,445) Change in long-term deferred revenue - - - ---------- ---------- ---------- Free cash flow $ 78,125 $ 71,353 $ 97,088 ========== ========== ========== Free cash flow reconciliation (Trailing Twelve Months): Cash flow from operating activities $ 353,633 $ 342,374 $ 405,642 Acquisition of property and equipment, net (64,769) (71,238) (96,390) Change in long-term deferred revenue (30,000) - - ---------- ---------- ---------- Free cash flow $ 258,864 $ 271,136 $ 309,252 ========== ========== ========== CONTACT: Yahoo! Inc. Brian Nelson, 408-349-7329 (Media Relations) bnelson@yahoo-inc.com Cathy La Rocca, 408-349-5188 (Investor Relations) cathy@yahoo-inc.com or Fleishman-Hillard Ruben Osorio, 415-318-4108 (Media Relations) osorior@fleishman.com