================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================== FORM 8-K ================== Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 18, 2005 Date of Report (Date of Earliest Event Reported) ================== Yahoo! Inc. (Exact name of Registrant as specified in its charter) ================== Delaware 0-28018 77-0398689 (State or other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 701 First Ave. Sunnyvale, California 94089 (Address of principal executive offices, including zip code) (408) 349-3300 (Registrant's telephone number, including area code) ================================================================================ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================Item 2.02 Results of Operations and Financial Condition The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended. On January 18, 2005, Yahoo! Inc., a Delaware corporation ("Yahoo!") announced its financial results for the fiscal quarter and year ended December 31, 2004 and certain other information. A copy of Yahoo!'s press release announcing these financial results and certain other information is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished with this report on Form 8-K: 99.1 Yahoo! Inc. press release dated January 18, 2005. 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 hereunto duly authorized. YAHOO! INC. By:/s/ Susan Decker ---------------- Susan Decker Executive Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial Officer) Date: January 18, 2005 3
YAHOO! INC. INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Press Release dated January 18, 2005 4
EXHIBIT NUMBER DESCRIPTION ------- 99.1 Press release dated January 18, 2005. 5
Exhibit 99.1 Yahoo! Reports Fourth Quarter and Full Year 2004 Financial Results SUNNYVALE, Calif.--(BUSINESS WIRE)--Jan. 18, 2005-- Company Posts Full Year Revenues of $3,575 Million, Operating Income of $689 Million, Operating Income Before Depreciation and Amortization of $1,032 Million Yahoo! Inc. (Nasdaq:YHOO) today reported results for the fourth quarter and full year ended December 31, 2004. "Yahoo! moved at an impressive pace in the fourth quarter, capping another record year for the Company. Our users were more engaged in 2004 than ever before because of Yahoo!'s relentless focus on delivering the most innovative products and services on the Internet," said Terry Semel, chairman and chief executive officer, Yahoo!. "Yahoo! also benefited from the growing acceptance of online advertising with marketers who recognize its effectiveness and are therefore increasingly using this platform to reach their consumers." -- Revenues were $1,078 million for the fourth quarter of 2004, a 62 percent increase compared to $664 million for the same period of 2003. -- Revenues excluding traffic acquisition costs ("TAC") were $785 million for the fourth quarter of 2004, a 54 percent increase compared to $511 million for the same period of 2003. -- Gross profit for the fourth quarter of 2004 was $691 million, a 56 percent increase compared to $443 million for the same period of 2003. -- Operating income for the fourth quarter of 2004 was $235 million, a 149 percent increase compared to $94 million for the same period of 2003. -- Operating income before depreciation and amortization for the fourth quarter of 2004 was $327 million, an 84 percent increase compared to $178 million for the same period of 2003. -- Cash flow from operating activities for the fourth quarter of 2004 was $337 million, a 231 percent increase compared to $102 million for the same period of 2003. -- Free cash flow for the fourth quarter of 2004 was $251 million, a 172 percent increase compared to $92 million for the same period of 2003. -- Net income for the fourth quarter of 2004 was $373 million or $0.25 per diluted share (including a net impact of $185 million, or $0.13 per diluted share, related to the sale of an investment). Excluding this gain, net income for the fourth quarter was $187 million, or $0.13 per diluted share. This compares with net income of $75 million or $0.05 per diluted share for the same period of 2003. "Yahoo!'s strong fourth quarter performance completes our third consecutive year of delivering strong organic revenue growth, expanding operating margins, and generating substantial free cash flow," said Susan Decker, chief financial officer, Yahoo!. "We are attracting more and more users to Yahoo!'s network of services and driving their usage deeper with more relevant products and services. This deeper usage is the real magic behind the surpassing of our financial objectives." -- Revenues for the year ended December 31, 2004 were $3,575 million, a 120 percent increase compared to $1,625 million for 2003. -- Revenues excluding TAC for 2004 were $2,600 million, a 77 percent increase compared to $1,473 million for 2003. -- Gross profit for 2004 was $2,276 million, an 80 percent increase compared to $1,267 million for 2003. -- Operating income for 2004 was $689 million, a 133 percent increase compared to $296 million for 2003. -- Operating income before depreciation and amortization for 2004 was $1,032 million, a 116 percent increase compared to $477 million for 2003. -- Cash flow from operating activities for 2004 was $1,090 million, a 155 percent increase compared to $428 million for 2003. -- Free cash flow for 2004 was $844 million, a 149 percent increase compared to $339 million for 2003. -- Net income for 2004 was $840 million or $0.58 per diluted share (including a net impact of $314 million, or $0.22 per diluted share, related to the sale of an investment and the associated tax benefit resulting from fully reserved capital losses becoming realizable). Excluding this gain, net income for 2004 was $526 million, or $0.36 per diluted share. This compares with net income of $238 million or $0.18 per diluted share for 2003. -- The provision for income taxes of $438 million yielded an effective tax rate of 37% for 2004 as a result of the previously described tax benefit associated with the capital loss carryforwards. The provision for income taxes for 2003 was $147 million, and yielded an effective tax rate of 43%. Fourth Quarter and Year Ended 2004 Financial Highlights Marketing services revenue for the fourth quarter of 2004 totaled $911 million, a 67 percent increase from the $545 million reported for the same period of 2003. Marketing services revenue for the year ended December 31, 2004 totaled $3,002 million, a 150 percent increase from the $1,200 million reported for 2003. Listings revenue for the fourth quarter of 2004 totaled $38 million, a 15 percent increase compared to the $33 million reported for the same period of 2003. Listings revenue for the year ended December 31, 2004 totaled $147 million, a 16 percent increase compared to the $127 million reported for 2003. The year over year increases in marketing services and listings revenues resulted from growth in Yahoo!'s organic revenue and incremental revenue associated with acquisitions completed during the past year. Fees revenue for the fourth quarter of 2004 totaled $129 million, a 52 percent increase compared to the $85 million reported for the same period of 2003. Fees revenue for the year ended December 31, 2004 totaled $426 million, a 43 percent increase compared to the $298 million reported for 2003. The year over year increases in fees revenues were primarily driven by the growth in the number of paying relationships for Yahoo!'s premium services, which were approximately 8.4 million at December 31, 2004 compared to approximately 4.9 million at December 31, 2003. United States revenues for the fourth quarter of 2004 were $775 million, a 42 percent increase from the $546 million reported for the same period of 2003. United States revenues for the year ended December 31, 2004 were $2,653 million, a 96 percent increase from the $1,355 million reported for 2003. International revenues for the fourth quarter of 2004 were $303 million, a 156 percent increase from the $118 million reported for the same period of 2003. International revenues for the year ended December 31, 2004 were $921 million, a 241 percent increase from the $270 million reported for 2003. United States segment operating income before depreciation and amortization in the fourth quarter of 2004 was $278 million, a 68 percent increase from the $166 million reported for the same period of 2003. United States segment operating income before depreciation and amortization for the year ended December 31, 2004 was $891 million, a 102 percent increase from the $441 million reported for 2003. International segment operating income before depreciation and amortization in the fourth quarter of 2004 was $49 million, a 315 percent increase from the $12 million for the same period of 2003. International segment operating income before depreciation and amortization for the year ended December 31, 2004 was $141 million, a 291 percent increase from the $36 million reported for 2003. These increases were primarily a result of the increases in United States and International revenues and continued efforts to control discretionary spending. Free cash flow was $251 million in the fourth quarter of 2004 and $844 million for the year ended December 31, 2004. Free cash flow was the largest contributor to the increase of $1,176 million in our cash, cash equivalents and investments in marketable debt securities which grew from approximately $2,566 million at December 31, 2003 to $3,742 million at December 31, 2004. Other contributors to the increase were $651 million of cash generated from the issuance of common stock as a result of the exercise of employee stock options, and $503 million in proceeds from sales of marketable equity securities, offset by a net $70 million used in structured stock repurchase transactions and $756 million used for acquisitions. Please refer to the "Note to Unaudited Condensed Consolidated Statements of Operations" for definition of these key financial measures and "Business Outlook" attached to this press release. Quarterly Conference Call Yahoo! will host a conference call to discuss fourth 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: 10575210. About Yahoo! Yahoo! Inc. is the No. 1 Internet brand globally and the most trafficked Internet destination worldwide. Yahoo! provides online products and services essential to consumers' lives, and offers a full range of tools and marketing solutions for businesses to connect with Internet users around the world. Yahoo! is headquartered in Sunnyvale, Calif. This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: revenues excluding traffic acquisition costs, operating income before depreciation and amortization, and free cash flow. These measures 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 to Unaudited Condensed Consolidated Statements of Operations and Reconciliations to Unaudited Condensed Consolidated Statements of Operations included in this press release for further information regarding these non-GAAP financial measures. 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, the demand by customers for Yahoo!'s premium services; acceptance of new products and services; the Company's ability to compete with new or existing competitors; general economic conditions; risks related to the integration of recent acquisitions; adverse results in litigation, including intellectual property infringement claims; the Company's ability to protect its intellectual property and the value of its brands; dependence on key personnel; 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 January 18, 2005. 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 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, 2003 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, 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 Annual Report on Form 10-K for the year ended December 31, 2004, which will be filed with the SEC in the first quarter of 2005. 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. Yahoo! Inc. Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share amounts) Three Months Ended Year Ended December 31, December 31, ----------------------- ---------------------- 2003 2004 2003 2004 ----------- ---------- ---------- ---------- Revenues $ 663,922 $1,077,717 $1,625,097 $3,574,517 Cost of revenues 220,842 387,138 358,103 1,298,559 ---------- ---------- ---------- ---------- Gross profit 443,080 690,579 1,266,994 2,275,958 ---------- ---------- ---------- ---------- Operating expenses: Sales and marketing 166,280 226,909 530,613 778,029 Product development 78,105 107,598 207,285 368,760 General and administrative 54,844 72,672 157,027 262,602 Stock compensation expense (1) 20,078 6,467 22,029 32,290 Amortization of intangibles 29,354 42,108 54,374 145,696 ---------- ---------- ---------- ---------- Total operating expenses 348,661 455,754 971,328 1,587,377 ---------- ---------- ---------- ---------- Income from operations 94,419 234,825 295,666 688,581 Other income, net 13,202 345,605 47,506 496,443 ---------- ---------- ---------- ---------- Income before income taxes, earnings in equity interests, minority interests (2) 107,621 580,430 343,172 1,185,024 Provision for income taxes (47,205) (233,623) (147,024) (437,966) Earnings in equity interests 15,427 25,319 47,652 94,991 Minority interests in operations of consolidated subsidiaries (824) 398 (5,921) (2,496) ---------- ---------- ---------- ---------- Net income $ 75,019 $ 372,524 $ 237,879 $ 839,553 ========== ========== ========== ========== Net income per share - diluted (3) $ 0.05 $ 0.25 $ 0.18 $ 0.58 ========== ========== ========== ========== Shares used in per share calculation - diluted (3) 1,409,613 1,475,131 1,310,796 1,452,499 ========== ========== ========== ========== (1) Stock compensation expense is allocated as follows: Sales and marketing $ 5,366 $ 1,908 $ 5,785 $ 9,620 Product development 9,309 2,368 10,526 12,010 General and administrative 5,403 2,191 5,718 10,660 ---------- ---------- ---------- ---------- Total stock compensation expense $ 20,078 $ 6,467 $ 22,029 $ 32,290 ========== ========== ========== ========== - ---------------------------------------------------------------------- Supplemental Financial Data (See Note) - --------------------------- Revenues excluding traffic acquisition costs ("TAC") $ 511,339 $ 785,011 $1,472,514 $2,599,703 Operating income before depreciation and amortization $ 177,596 $ 327,225 $ 477,383 $1,031,912 Free cash flow $ 92,320 $ 251,351 $ 338,886 $ 844,320 - ---------------------------------------------------------------------- (2) Beginning this quarter, a new subtotal is being presented in the unaudited condensed consolidated statement of operations: Income before income taxes, earnings in equity interests and minority interests. Earnings in equity interests and Minority interests in operations of consolidated subsidiaries are now presented below Provision for income taxes. In accordance with generally accepted accounting principles, these items have consistently been presented net of income taxes. This presentation has also been adopted for prior periods. (3) In accordance with the adoption of EITF 04-08 "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share", the number of diluted shares for the three months and year ended December 31, 2003 has been revised to include the shares related to the Company's convertible notes since issuance. The inclusion of these shares results in a decrease of $0.01 to previously reported diluted earnings per share for the year ended December 31, 2003. There is no change to the previously reported diluted earnings per share for the quarter ended December 31, 2003. In addition, there is no change to the previously reported diluted earnings per share for any of the periods reported in the year ended December 31, 2004, as the computation of diluted earnings per share for all such periods included the shares issuable upon conversion of the convertible notes as the market price condition for convertibility was satisfied in all periods reported. Yahoo! Inc. Note to Unaudited Condensed Consolidated Statements of Operations This press release includes the non-GAAP financial measures of revenues excluding traffic acquisition costs, operating income before depreciation and amortization, and free cash flow, which are reconciled to gross profit, income from operations, and cash flow from operating activities, respectively, which we believe are the most comparable GAAP measures. We use these non-GAAP financial measures for internal managerial purposes, when publicly providing guidance on possible future results, and as a means to evaluate period-to-period comparisons. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, gross profit, income from operations, and cash flow from operating activities calculated in accordance with generally accepted accounting principles. Revenues excluding traffic acquisition costs or TAC is defined as gross profit plus other cost of revenues. Under GAAP, both our revenues and cost of revenues include TAC. In defining revenues excluding TAC as our non-GAAP gross profit measure, we have removed TAC from both revenues and cost of revenues. We began incurring TAC when we acquired Overture Services, Inc. in October 2003. TAC primarily represents revenues, a significant portion of which is shared with, and paid to, Overture's third party affiliates who integrate Overture's sponsored search service into their websites. We present revenues excluding TAC: (1) to permit investors to make a meaningful comparison of our current performance to our performance before we acquired Overture, (2) to provide a metric for our investors to analyze and value our Company and (3) to provide investors one of the primary metrics used by the Company for evaluation and decision-making purposes. Specifically, it allows investors to compare gross profit as a percentage of revenues before and after the Overture acquisition, since TAC is the only significant difference in the cost of revenues between our legacy business and Overture's business. Consequently, presenting revenues excluding TAC helps investors better understand changes in our gross profit as a percentage of revenues for pre- and post-acquisition of Overture. We also provide revenues excluding TAC because we believe it is useful to investors in valuing our Company. One of the ways investors value companies is to apply a multiple to revenues. Since a significant portion of the GAAP revenues associated with Overture is paid to our third party affiliates, we believe investors find it more meaningful to apply multiples to revenues excluding TAC to assess our value as this avoids "double counting" revenues that are paid to, and being reported by, our third party affiliates. Further, management uses revenues excluding TAC for evaluating the performance of our business, making operating decisions, for budgeting purposes, and as a factor in determining management compensation. A limitation of revenues excluding TAC is that it is a measure which we have defined for internal and investor purposes that may be unique to the Company and therefore it may not enhance the comparability of our results to other companies in our industry who have similar business arrangements but address the impact of TAC differently. Operating income before depreciation and amortization is defined as income from operations before depreciation, amortization of intangible assets and amortization of stock compensation expense. 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, amortization of intangible assets and amortization of stock compensation expense 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. A further limitation associated with this measure is that it does not include stock compensation expenses related to our workforce. Management compensates for this limitation by providing supplemental information about stock compensation expense on the face of the consolidated statements of operations. Free cash flow is defined as cash flow from operating activities less net capital expenditures. In addition, for the quarters ended June 30, 2002 and December 31, 2003, free cash flow also included a change in long-term deferred revenue and an Overture receivable settled through acquisition, respectively. The change in long-term deferred revenue represented cash payments received in advance of revenue recognized. The Overture receivable settled through acquisition represented a Yahoo! accounts receivable balance owed from Overture that was settled as part of the acquisition. We consider free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated by the business after the acquisition of property and equipment, 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. Yahoo! Inc. Reconciliations to Unaudited Condensed Consolidated Statements of Operations (in thousands) Three Months Ended Year Ended December 31, December 31, --------------------- ----------------------- 2003 2004 2003 2004 --------- ----------- ----------- ----------- Revenues for groups of similar services: Marketing services $545,498 $ 910,563 $1,199,733 $3,001,777 Fees 85,179 129,054 298,192 425,576 Listings 33,245 38,100 127,172 147,164 -------- ---------- ---------- ---------- Total revenues $663,922 $1,077,717 $1,625,097 $3,574,517 ======== ========== ========== ========== Revenues by segment: United States $545,503 $ 775,020 $1,355,153 $2,653,437 International 118,419 302,697 269,944 921,080 -------- ---------- ---------- ---------- Total revenues $663,922 $1,077,717 $1,625,097 $3,574,517 ======== ========== ========== ========== Cost of revenues: Traffic acquisition costs ("TAC") $152,583 $ 292,706 $ 152,583 $ 974,814 Other cost of revenues 68,259 94,432 205,520 323,745 -------- ---------- ---------- ---------- Total cost of revenues $220,842 $ 387,138 $ 358,103 $1,298,559 ======== ========== ========== ========== Revenues excluding TAC: Gross profit $443,080 $ 690,579 $1,266,994 $2,275,958 Other cost of revenues 68,259 94,432 205,520 323,745 -------- ---------- ---------- ---------- Revenues excluding TAC $511,339 $ 785,011 $1,472,514 $2,599,703 ======== ========== ========== ========== Revenues excluding TAC by segment: United States: Gross profit $371,557 $ 526,826 $1,068,965 $1,768,459 Other cost of revenues 58,446 74,269 170,688 261,530 -------- ---------- ---------- ---------- Revenues excluding TAC $430,003 $ 601,095 $1,239,653 $2,029,989 ======== ========== ========== ========== International: Gross profit $ 71,523 $ 163,753 $ 198,029 $ 507,499 Other cost of revenues 9,813 20,163 34,832 62,215 -------- ---------- ---------- ---------- Revenues excluding TAC $ 81,336 $ 183,916 $ 232,861 $ 569,714 ======== ========== ========== ========== Operating income before depreciation and amortization: Income from operations $ 94,419 $ 234,825 $ 295,666 $ 688,581 Depreciation and amortization 63,099 85,933 159,688 311,041 Stock compensation expense 20,078 6,467 22,029 32,290 -------- ---------- ---------- ---------- Operating income before depreciation and amortization $177,596 $ 327,225 $ 477,383 $1,031,912 ======== ========== ========== ========== Operating income before depreciation and amortization by segment: Operating income before depreciation and amortization - United States $165,796 $ 278,224 $ 441,372 $ 891,103 Operating income before depreciation and amortization - International 11,800 49,001 36,011 140,809 -------- ---------- ---------- ---------- Operating income before depreciation and amortization 177,596 327,225 477,383 1,031,912 ======== ========== ========== ========== United States: Income from operations $ 90,246 $ 203,808 $ 279,402 $ 605,055 Depreciation and amortization 57,423 68,596 141,892 258,275 Stock compensation expense 18,127 5,820 20,078 27,773 -------- ---------- ---------- ---------- Operating income before depreciation and amortization - United States $165,796 $ 278,224 $ 441,372 $ 891,103 ======== ========== ========== ========== International: Income from operations $ 4,173 $ 31,017 $ 16,264 $ 83,526 Depreciation and amortization 5,676 17,337 17,796 52,766 Stock compensation expense 1,951 647 1,951 4,517 -------- ---------- ---------- ---------- Operating income before depreciation and amortization - International $ 11,800 $ 49,001 $ 36,011 $ 140,809 ======== ========== ========== ========== Free cash flow: Cash flow from operating activities $101,860 $ 336,720 $ 428,144 $1,089,821 Acquisition of property and equipment, net (37,611) (85,369) (117,329) (245,501) Overture receivable settled through acquisition 28,071 - 28,071 - -------- ---------- ---------- ---------- Free cash flow $ 92,320 $ 251,351 $ 338,886 $ 844,320 ======== ========== ========== ========== Yahoo! Inc. Business Outlook Business Outlook The following business outlook is based on current information and expectations as of January 18, 2005. 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 outlook will not be updated until the release of Yahoo!'s next quarterly earnings announcement, notwithstanding subsequent developments; however, Yahoo! may update the outlook or any portion thereof at any time. Three months Year ending ending March 31, 2005 Dec. 31, 2005 ----------------- ---------------- Revenues excluding traffic acquisition costs (1) ("TAC") outlook (in millions): Gross Profit $670-700 $2,920-3,080 Other cost of revenues $95-105 $445-485 ----------------- ---------------- Revenues excluding TAC $765-805 $3,365-3,565 ================= ================ Operating income before depreciation and amortization (1) outlook (in millions): Income from operations $201-212 $1,005-1,070 Depreciation and amortization $84-90 $370-395 Stock compensation expense $5-8 $15-25 ----------------- ---------------- Operating income before depreciation and amortization $290-310 $1,390-1,490 ================= ================ (1) Refer to Note to Unaudited Condensed Consolidated Statements of Operations. (2) Business Outlook excludes the impact of adoption of Financial Accounting Standards Board Statement (FASB 123R) "Share Based Payments", which will be effective July 1, 2005. Yahoo! Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended Year Ended December 31, December 31, -------------------- ----------------------- 2003 2004 2003 2004 --------- ---------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 75,019 $ 372,524 $ 237,879 $ 839,553 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 63,099 85,933 159,688 311,041 Tax benefits from stock options 39,009 231,710 124,852 408,976 Earnings in equity interests (15,427) (25,319) (47,652) (94,991) Minority interests in operations of consolidated subsidiaries 824 (398) 5,921 2,496 Stock compensation expense 20,078 6,467 22,029 32,290 (Gain)/loss from sale of investments, assets and other, net 1,716 (302,961) 11,047 (394,028) Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net (90,405) (79,402) (122,220) (162,690) Prepaid expenses and other assets 17,591 (5,783) 16,835 (12,217) Accounts payable (13,169) (2,671) (12,889) (3,570) Accrued expenses and other liabilities (18,787) 30,392 (640) 113,953 Deferred revenue 22,312 26,228 33,294 49,008 --------- ---------- ----------- ----------- Net cash provided by operating activities 101,860 336,720 428,144 1,089,821 --------- ---------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment, net (37,611) (85,369) (117,329) (245,501) Purchases of marketable securities (284,502) (611,152) (1,916,800) (1,789,893) Proceeds from sales and maturities of marketable debt securities 247,773 365,987 1,289,202 1,268,059 Acquisitions, net of cash acquired (147,918) (148,015) (376,236) (755,707) Proceeds from sales of marketable equity securities - 310,026 1,928 502,806 Other investing activities, net (3,189) (2,066) (2,354) 12,087 --------- ---------- ----------- ----------- Net cash used in investing activities (225,447) (170,589) (1,121,589) (1,008,149) --------- ---------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt, net - - 733,125 - Proceeds from issuance of common stock, net 150,174 226,934 353,201 650,525 Structured stock repurchase, net - 26,349 - (69,558) --------- ---------- ----------- ----------- Net cash provided by financing activities 150,174 253,283 1,086,326 580,967 --------- ---------- ----------- ----------- Effect of exchange rate changes on cash and cash equivalents 5,434 23,128 9,686 29,892 Net change in cash and cash equivalents 32,021 442,542 402,567 692,531 Cash and cash equivalents, beginning of period 681,518 963,528 310,972 713,539 --------- ---------- ----------- ----------- Cash and cash equivalents, end of period $ 713,539 $1,406,070 $ 713,539 $ 1,406,070 ========= ========== =========== =========== Yahoo! Inc. Condensed Consolidated Balance Sheets (in thousands) Dec. 31, Dec. 31, 2003 2004 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 713,539 $1,406,070 Short-term investments in marketable debt securities 595,978 1,293,617 Short-term investments in marketable equity securities - 812,288 Accounts receivable, net 282,415 479,993 Prepaid expenses and other current assets 129,777 208,591 ---------- ---------- Total current assets 1,721,709 4,200,559 Long-term investments in marketable debt securities 1,256,698 1,042,575 Property and equipment, net 449,512 531,696 Goodwill 1,805,561 2,550,957 Intangible assets, net 445,640 480,666 Other assets 252,534 285,916 ---------- ---------- Total assets $5,931,654 $9,092,369 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 31,890 $ 48,205 Accrued and other current liabilities 483,628 657,199 Deferred revenue 192,278 279,387 ---------- ---------- Total current liabilities 707,796 984,791 Long-term deferred revenue - 65,875 Long-term debt 750,000 750,000 Other liabilities 72,890 145,991 Minority interests in consolidated subsidiaries 37,478 44,266 Stockholders' equity 4,363,490 7,101,446 ---------- ---------- Total liabilities and stockholders' equity $5,931,654 $9,092,369 ========== ========== CONTACT: Yahoo! Inc. Brian Nelson, 408-349-7329 (Media Relations) bnelson@yahoo-inc.com Cathy La Rocca, 408-349-5188 cathy@yahoo-inc.com or Fleishman-Hillard Ruben Osorio, 415-318-4108 (Investor Relations) osorior@fleishman.com