================================================================================ 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 July 17, 2007 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 On July 17, 2007, Yahoo! Inc., a Delaware corporation ("Yahoo!") announced its financial results for the second quarter ended June 30, 2007 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. The information in this Current Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Yahoo! under the Securities Act of 1933, as amended, or the Exchange Act. Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibit is furnished with this report on Form 8-K: 99.1 Yahoo! Inc. Press Release dated July 17, 2007. ================================================================================ 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/ Blake Jorgensen -------------------------------------- Blake Jorgensen Chief Financial Officer (Principal Financial Officer) Date: July 17, 2007 YAHOO! INC. INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Yahoo! Inc. Press Release dated July 17, 2007
Exhibit 99.1 Yahoo! Reports Second Quarter 2007 Financial Results Revenues - $1,698 Million Operating Income - $185 Million Operating Income Before Depreciation, Amortization and Stock-Based Compensation Expense - $474 Million SUNNYVALE, Calif.--(BUSINESS WIRE)--July 17, 2007--Yahoo! Inc. (Nasdaq:YHOO) today reported results for the second quarter ended June 30, 2007. "I am focused on doing everything we need to do to strengthen our business, capture long-term growth opportunities and create increased value for our shareholders," said Jerry Yang, co-founder and chief executive officer, Yahoo! Inc. "By sharpening our focus, speeding execution, building our technology and talent, and investing in key growth areas, we can put Yahoo! on a clear path to fulfill its potential as an Internet leader." Second Quarter 2007 Financial Results -- Revenues were $1,698 million for the second quarter of 2007, an 8 percent increase compared to $1,576 million for the same period of 2006. -- Marketing services revenues were $1,486 million for the second quarter of 2007, a 7 percent increase compared to $1,386 million for the same period of 2006. -- Marketing services revenues from Owned and Operated sites were $887 million for the second quarter of 2007, an 18 percent increase compared to $752 million for the same period of 2006. -- Marketing services revenues from Affiliate sites were $599 million for the second quarter of 2007, a 5 percent decrease compared to $634 million for the same period of 2006. -- Fees revenues were $212 million for the second quarter of 2007, a 12 percent increase compared to $190 million for the same period of 2006. -- Revenues excluding traffic acquisition costs ("TAC") were $1,244 million for the second quarter of 2007, an 11 percent increase compared to $1,123 million for the same period of 2006. -- Gross profit for the second quarter of 2007 was $1,015 million, a 9 percent increase compared to $930 million for the same period of 2006. -- Operating income for the second quarter of 2007 was $185 million, a 19 percent decrease compared to $230 million for the same period of 2006. -- Operating income before depreciation, amortization and stock-based compensation expense for the second quarter of 2007 was $474 million, a 4 percent increase compared to $457 million for the same period of 2006. -- Cash flow from operating activities for the second quarter of 2007 was $406 million, a 6 percent decrease compared to $430 million for the same period of 2006. -- Free cash flow for the second quarter of 2007 was $328 million, an 8 percent decrease compared to $358 million for the same period of 2006. -- Net income for the second quarter of 2007 was $161 million or $0.11 per diluted share compared to $164 million or $0.11 per diluted share for the same period of 2006. -- Non-GAAP net income for the second quarter of 2007 was $238 million or $0.17 per diluted share compared to non-GAAP net income of $241 million or $0.16 per diluted share for the same period of 2006. -- The provision for income taxes for the second quarter of 2007 was $88 million and yielded an effective tax rate of 41 percent. The provision for income taxes for the second quarter of 2006 was $123 million and yielded an effective tax rate of 46 percent. -- Explanations of the Company's non-GAAP financial measures and the related reconciliations to the GAAP financial measures the Company considers most comparable are included in the accompanying "Note to Unaudited Condensed Consolidated Statements of Income," "Reconciliations to Unaudited Condensed Consolidated Statements of Income," and "Reconciliation of GAAP Net Income and GAAP Net Income Per Share to Non-GAAP Net Income and Non-GAAP Net Income Per Share." "Over the last several months, we have made considerable progress driving much tighter focus within our core operations to drive growth. This will take time and continued investment, but we are operating with a great sense of urgency," said Susan Decker, president, Yahoo! Inc. "In order to create meaningful value for shareholders and to drive growth in the future, we will aggressively look at all opportunities to allocate our capital and talent in the most effective ways." Segment Financial Results -- United States segment revenues for the second quarter of 2007 were $1,119 million, a 5 percent increase compared to $1,070 million for the same period of 2006. -- International segment revenues for the second quarter of 2007 were $579 million, a 15 percent increase compared to $506 million for the same period of 2006. -- United States segment operating income before depreciation, amortization and stock-based compensation expense for the second quarter of 2007 was $362 million, a 6 percent increase compared to $341 million for the same period of 2006. -- International segment operating income before depreciation, amortization and stock-based compensation expense for the second quarter of 2007 was $111 million, a 4 percent decrease compared to $116 million for the same period of 2006. Cash Flow Information Free cash flow was $328 million for the second quarter of 2007 compared to $358 million for the same period of 2006. In addition to free cash flow, Yahoo! generated $132 million from the issuance of common stock as a result of the exercise of employee stock options. This was offset by $418 million used for direct stock repurchases and $24 million used for acquisitions. Cash, cash equivalents and investments in marketable debt securities were $3,152 million at June 30, 2007 as compared to $3,128 million at March 31, 2007, an increase of $24 million. "While Yahoo! delivered another quarter of revenue growth, profitability and most importantly, strong free cash flow, we are committed to making continued improvements across all of our financial metrics," said Blake Jorgensen, chief financial officer, Yahoo! Inc. "Though there is hard work ahead, I believe the potential for this great company is enormous, and I look forward to partnering with Jerry and Sue to help take Yahoo! into its next phase of growth." Quarterly Conference Call Yahoo! will host a conference call to discuss second 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 website 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 888-286-8010 or 617-801-6888, reservation number: 21933763. About Yahoo! Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations worldwide. Yahoo!'s mission is to connect people to their passions, their communities, and the world's knowledge. Yahoo! is headquartered in Sunnyvale, California. Affiliate sites refer to Yahoo!'s distribution network of third-party entities who have integrated Yahoo!'s search and/or display advertising offerings into their websites. This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: revenues excluding traffic acquisition costs or TAC, operating income before depreciation, amortization and stock-based compensation expense, free cash flow, and non-GAAP net income and non-GAAP net income per share. 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 ("GAAP"). See "Note to Unaudited Condensed Consolidated Statements of Income," "Reconciliations to Unaudited Condensed Consolidated Statements of Income," and "Reconciliation of GAAP Net Income and GAAP Net Income Per Share to Non-GAAP Net Income and Non-GAAP Net Income Per Share" 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 (including without limitation the statements and information in the Business Outlook section and the 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 successful implementation, and acceptance by advertisers, of the Company's new search advertising system; the Company's ability to compete with new or existing competitors; the implementation and results of the Company's ongoing strategic initiatives; reduction in spending by, or loss of, marketing services customers; the demand by customers for Yahoo!'s premium services; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to the Company's international operations; failure to manage growth and diversification; 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; dependence on third parties for technology, services, content and distribution; and general economic conditions. All information set forth in this press release and its attachments is as of July 17, 2007. Yahoo! does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. 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 year ended December 31, 2006 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, 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 June 30, 2007, which will be filed with the SEC in the third quarter of 2007. 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 Income (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, ----------------------- ---------------------- 2006 2007 2006 2007 ----------- ----------- ---------- ----------- Revenues $1,575,854 $1,697,920 $3,142,909 $3,369,770 Cost of revenues 645,767 683,012 1,303,710 1,396,649 ---------- ---------- ---------- ---------- Gross profit 930,087 1,014,908 1,839,199 1,973,121 ---------- ---------- ---------- ---------- Operating expenses: Sales and marketing 325,845 390,430 657,005 757,849 Product development 208,743 281,086 426,320 520,586 General and administrative 131,909 133,258 260,214 288,423 Amortization of intangibles 34,003 25,177 64,861 52,279 ---------- ----------- ---------- ---------- Total operating expenses 700,500 829,951 1,408,400 1,619,137 ---------- ---------- ---------- ---------- Income from operations 229,587 184,957 430,799 353,984 Other income, net 36,090 30,736 71,526 66,187 ---------- ---------- ---------- ---------- Income before income taxes, earnings in equity interests and minority interests 265,677 215,693 502,325 420,171 Provision for income taxes (122,698) (87,732) (225,630) (180,090) Earnings in equity interests 21,634 32,106 48,071 61,255 Minority interests in operations of consolidated subsidiaries (283) 500 (577) 1,655 ---------- ---------- ---------- ---------- Net income $ 164,330 $ 160,567 $ 324,189 $ 302,991 ========== ========== ========== ========== Net income per share - diluted $ 0.11 $ 0.11 $ 0.22 $ 0.21 ========== ========== ========== ========== Shares used in per share calculation - diluted 1,476,642 1,403,819 1,484,809 1,410,779 ========== ========== ========== ========== Stock-based compensation expense was allocated as follows: Cost of revenues $ 1,582 $ 2,357 $ 3,267 $ 4,364 Sales and marketing 38,489 52,110 77,356 102,378 Product development 36,170 64,451 73,887 112,751 General and administrative 23,482 9,861 53,854 49,292 ---------- ---------- ---------- ---------- Total stock-based compensation expense $ 99,723 $ 128,779 $ 208,364 $ 268,785 ========== ========== ========== ========== - ---------------------------------------------------------------------- Supplemental Financial Data (See Note) - ---------------------------------------------------------------------- Revenues excluding TAC $1,122,655 $1,243,766 $2,210,353 $2,426,842 Operating income before depreciation, amortization and stock-based compensation expense $ 456,858 $ 473,629 $ 891,790 $ 933,664 Free cash flow $ 357,830 $ 328,193 $ 700,776 $ 696,943 Non-GAAP net income per share excluding stock-based compensation expense $ 0.16 $ 0.17 $ 0.32 $ 0.33 Yahoo! Inc. Note to Unaudited Condensed Consolidated Statements of Income This press release and its attachments include the non-GAAP financial measures of revenues excluding traffic acquisition costs or TAC, operating income before depreciation, amortization and stock-based compensation expense, free cash flow and non-GAAP net income and non- GAAP net income per share, which are reconciled to gross profit, income from operations, cash flow from operating activities, and net income and net income per share, respectively, which we believe are the most comparable GAAP measures. We use these non-GAAP financial measures for internal managerial purposes, when publicly providing our business outlook, and to facilitate period-to-period comparisons. We describe limitations specific to each non-GAAP financial measure below. Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of the non- GAAP financial measure to the most directly comparable GAAP financial measure or measures. Further, management uses non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, 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, cash flow from operating activities, and net income and net income per share calculated in accordance with GAAP. Revenues excluding 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. TAC consists of payments made to affiliates that have integrated our sponsored search and/or display advertising offerings into their websites and payments made to companies that direct consumer and business traffic to the Yahoo! website. We present revenues excluding TAC: (1) to provide a metric for our investors to analyze and value our Company and (2) to provide investors one of the primary metrics used by the Company for evaluation and decision-making purposes. We 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 our sponsored search offerings 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, 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. Management compensates for these limitations by also relying on the comparable GAAP financial measures of revenues, cost of revenues and gross profit, each of which includes the impact of TAC. Operating income before depreciation, amortization and stock-based compensation expense is defined as income from operations before depreciation, amortization of intangible assets and stock-based compensation expense (including the compensation of Terry Semel who served as our chief executive officer through June 18, 2007 and whose compensation since June 1, 2006 consisted almost entirely of stock- based compensation). We consider this measure to be an important indicator of the operational strength of the Company. We exclude depreciation and amortization because while tangible and intangible assets support our businesses, we do not believe the related depreciation and amortization costs are directly attributable to the operating performance of our business. This measure is used by some investors when assessing the performance of our Company. In addition, because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, and the subjective assumptions involved in those determinations, we believe excluding stock-based compensation enhances the ability of management and investors to understand the impact of stock-based compensation expense on our operating income. We do not include depreciation, amortization and stock-based compensation expense in our internal measures or in the measures used by the Company to formulate our business outlook presented with our quarterly financial information to investors. A limitation associated with the non-GAAP measure of operating income before depreciation, amortization and stock-based compensation expense is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our 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-based compensation expense related to the Company's workforce. Management compensates for these limitations by also relying on the comparable GAAP financial measure of income from operations, which includes depreciation, amortization and stock-based compensation expense. Free cash flow is defined as cash flow from operating activities, less net capital expenditures and dividends received and includes the excess tax benefits from stock-based compensation. 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. Management compensates for this limitation by also relying on the net change in cash and cash equivalents as presented in the Company's unaudited condensed consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period. Non-GAAP net income is defined as net income excluding certain gains, losses and expenses and their related tax effects that we do not believe are indicative of our ongoing operating results and further adjusted for stock-based compensation expense. Effective January 1, 2006, we adopted Statement of Financial Accounting Standard No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"). In our calculation of non-GAAP net income and non-GAAP net income per share, we have excluded stock-based compensation expense calculated in accordance with SFAS123R and its related tax effects. We consider non-GAAP net income and non-GAAP net income per share to be profitability measures which facilitate the forecasting of our operating results for future periods and allow for the comparison of our results to historical periods. A limitation of non-GAAP net income and non-GAAP net income per share is that they do not include all items that impact our net income and net income per share for the period. Management compensates for this limitation by also relying on the comparable GAAP financial measures of net income and net income per share, both of which include the expense and related tax effects of the item excluded from non-GAAP net income and non-GAAP net income per share. Yahoo! Inc. Reconciliations to Unaudited Condensed Consolidated Statements of Income (in thousands) Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2006 2007 2006 2007 ----------- ----------- ----------- ----------- Revenues for groups of similar services : Marketing services: Owned and Operated sites $ 752,414 $ 886,643 $1,468,982 $1,703,989 Affiliate sites 633,831 599,389 1,298,117 1,250,662 ---------- ---------- ---------- ---------- Marketing services 1,386,245 1,486,032 2,767,099 2,954,651 Fees 189,609 211,888 375,810 415,119 ---------- ---------- ---------- ---------- Total revenues $1,575,854 $1,697,920 $3,142,909 $3,369,770 ========== ========== ========== ========== Revenues by segment: United States $1,070,134 $1,118,514 $2,167,172 $2,219,271 International 505,720 579,406 975,737 1,150,499 ---------- ---------- ---------- ---------- Total revenues $1,575,854 $1,697,920 $3,142,909 $3,369,770 ========== ========== ========== ========== Cost of revenues: Traffic acquisition costs ("TAC") $ 453,199 $ 454,154 $ 932,556 $ 942,928 Other cost of revenues 192,568 228,858 371,154 453,721 ---------- ---------- ---------- ---------- Total cost of revenues $ 645,767 $ 683,012 $1,303,710 $1,396,649 ========== ========== ========== ========== Revenues excluding TAC: Gross profit $ 930,087 $1,014,908 $1,839,199 $1,973,121 Other cost of revenues 192,568 228,858 371,154 453,721 ---------- ---------- ---------- ---------- Revenues excluding TAC $1,122,655 $1,243,766 $2,210,353 $2,426,842 ========== ========== ========== ========== Revenues excluding TAC by segment: United States: Gross profit $ 679,116 $ 752,598 $1,361,507 $1,454,350 Other cost of revenues 157,388 183,091 301,662 364,271 ---------- ---------- ---------- ---------- Revenues excluding TAC $ 836,504 $ 935,689 $1,663,169 $1,818,621 ========== ========== ========== ========== International: Gross profit $ 250,971 $ 262,310 $ 477,692 $ 518,771 Other cost of revenues 35,180 45,767 69,492 89,450 ---------- ---------- ---------- ---------- Revenues excluding TAC $ 286,151 $ 308,077 $ 547,184 $ 608,221 ========== ========== ========== ========== Operating income before depreciation, amortization and stock-based compensation expense: Income from operations $ 229,587 184,957 $ 430,799 $ 353,984 Depreciation and amortization 127,548 159,893 252,627 310,895 Stock-based compensation expense 99,723 128,779 208,364 268,785 ---------- ---------- ---------- ---------- Operating income before depreciation, amortization and stock-based compensation expense $ 456,858 $ 473,629 $ 891,790 $ 933,664 ========== ========== ========== ========== Operating income before depreciation, amortization and stock-based compensation expense by segment: Operating income before depreciation, amortization and stock-based compensation expense - United States $ 340,598 $ 362,337 $ 675,867 $ 703,855 Operating income before depreciation, amortization and stock-based compensation expense - International 116,260 111,292 215,923 229,809 ---------- ---------- ---------- ---------- Operating income before depreciation, amortization and stock-based compensation expense $ 456,858 $ 473,629 $ 891,790 $ 933,664 ========== ========== ========== ========== United States: Income from operations $ 148,144 $ 116,895 $ 285,095 $ 209,724 Depreciation and amortization 103,081 129,893 203,638 251,646 Stock-based compensation expense 89,373 115,549 187,134 242,485 ---------- ---------- ---------- ---------- Operating income before depreciation, amortization and stock-based compensation expense - United States $ 340,598 $ 362,337 $ 675,867 $ 703,855 ========== ========== ========== ========== International: Income from operations $ 81,443 $ 68,062 $ 145,704 $ 144,260 Depreciation and amortization 24,467 30,000 48,989 59,249 Stock-based compensation expense 10,350 13,230 21,230 26,300 ---------- ---------- ---------- ---------- Operating income before depreciation, amortization and stock-based compensation expense - International $ 116,260 $ 111,292 $ 215,923 $ 229,809 ========== ========== ========== ========== Free cash flow: Cash flow from operating activities $ 429,684 $ 405,603 $ 814,565 $ 840,303 Acquisition of property and equipment, net (175,078) (144,676) (316,825) (262,695) Dividends received (12,908) (15,156) (12,908) (15,156) Excess tax benefits from stock-based awards 116,132 82,422 215,944 134,491 ---------- ---------- ---------- ---------- Free cash flow $ 357,830 $ 328,193 $ 700,776 $ 696,943 ========== ========== ========== ========== Yahoo! Inc. Reconciliation of GAAP Net Income and GAAP Net Income Per Share to Non-GAAP Net Income and Non-GAAP Net Income Per Share (in thousands, except per share amounts) Three Months Ended June 30, ----------------------- 2006 2007 ----------- ----------- GAAP Net income $ 164,330 $ 160,567 ========== ========== (a) Stock-based compensation as measured using the fair value method under SFAS 123R 99,723 128,779 To adjust the provision for income taxes to reflect an effective tax rate of 40% (b) in both the three month periods ended June 30, 2006 and 2007, respectively, and to reflect the tax impact of item (a) in both periods (23,462) (51,584) ---------- ---------- Non-GAAP Net income excluding stock-based compensation expense $ 240,591 $ 237,762 ========== ========== GAAP Net income per share - diluted $ 0.11 $ 0.11 ========== ========== Non-GAAP Net income excluding stock-based compensation expense per share - diluted $ 0.16 $ 0.17 ========== ========== Shares used in per share calculations - diluted 1,476,642 1,403,819 ========== ========== Six Months Ended June 30, ----------------------- 2006 2007 ----------- ----------- GAAP Net income $ 324,189 $ 302,991 ========== ========== (a) Stock-based compensation as measured using the fair value method under SFAS 123R 208,364 268,785 To adjust the provision for income taxes to reflect an effective tax rate of 40% (b) in the six months ended June 30, 2006 and 41% in the six months ended June 30, 2007, and to reflect the tax impact of item (a) in both periods (58,646) (99,940) ---------- ---------- Non-GAAP Net income excluding stock-based compensation expense $ 473,907 $ 471,836 ========== ========== GAAP Net income per share - diluted $ 0.22 $ 0.21 ========== ========== Non-GAAP Net income excluding stock-based compensation expense per share - diluted $ 0.32 $ 0.33 ========== ========== Shares used in per share calculations - diluted 1,484,809 1,410,779 ========== ========== Yahoo! Inc. Business Outlook The following business outlook is based on current information and expectations as of July 17, 2007. Yahoo!'s business outlook as of today is expected to be available on the Company's Investor Relations website throughout the current quarter. Yahoo! does not expect, and undertakes no obligation, to update the business outlook prior to the release of the Company's next quarterly earnings announcement, notwithstanding subsequent developments; however, Yahoo! may update the business outlook or any portion thereof at any time at its discretion. Three Months Year Ending Ending September 30, December 31, 2007 2007 --------------- --------------- Revenues excluding TAC(1) outlook (in millions): Gross profit $945 - $1,055 $4,025 - $4,205 Other cost of revenues 225 - 255 865 - 985 --------------- --------------- Revenues excluding TAC $1,170 - $1,310 $4,890 - $5,190 =============== =============== Operating income before depreciation, amortization and stock-based compensation expense(1) outlook (in millions): Income from operations $90 - $120 $625 - $725 Depreciation and Amortization 150 - 170 600 - 640 Stock-based compensation expense 140 - 160 550 - 590 --------------- --------------- Operating income before depreciation, amortization and stock-based compensation expense $380 - $450 $1,775 - $1,955 =============== =============== (1) Refer to Note to Unaudited Condensed Consolidated Statements of Income. Yahoo! Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended Six Months Ended June 30, June 30, ----------------------- ------------------------ 2006 2007 2006 2007 ----------- ----------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 164,330 $ 160,567 $ 324,189 $ 302,991 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 70,587 103,002 139,201 197,511 Amortization of intangible assets 56,961 56,891 113,426 113,384 Stock-based compensation expense 99,723 128,779 208,364 268,785 Tax benefits from stock-based awards 115,985 96,964 227,820 164,655 Excess tax benefits from stock-based awards (116,132) (82,422) (215,944) (134,491) Deferred income taxes (31,449) (48,539) (63,539) (90,839) Earnings in equity interests (21,634) (32,106) (48,071) (61,255) Dividends received 12,908 15,156 12,908 15,156 Minority interests in operations of consolidated subsidiaries 283 (500) 577 (1,655) (Gains)/losses from sale of investments, assets and other, net 5,207 4,379 (2,070) 1,522 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net (13,254) 3,151 (53,355) 43,365 Prepaid expenses and other (4,604) (25,877) (15,963) (12,519) Accounts payable 28,100 98 63,753 31,078 Accrued expenses and other liabilities 42,327 18,883 88,596 (15,839) Deferred revenue 20,346 7,177 34,673 18,454 ---------- ---------- ---------- ----------- Net cash provided by operating activities 429,684 405,603 814,565 840,303 ---------- ---------- ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment, net (175,078) (144,676) (316,825) (262,695) Purchases of marketable debt securities (313,571) (422,752) (648,333) (993,039) Proceeds from sales and maturities of marketable debt securities 409,679 616,756 845,674 1,344,752 Acquisitions, net of cash acquired (60,833) (24,432) (55,329) (36,011) Other investing activities, net (299) (13,344) (644) (19,914) ---------- ---------- ---------- ----------- Net cash (used in) provided by investing activities (140,102) 11,552 (175,457) 33,093 ---------- ---------- ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 102,306 131,803 189,825 203,725 Repurchases of common stock (51,311) (418,175) (690,209) (1,013,181) Structured stock repurchases, net (250,000) - (227,705) (250,000) Excess tax benefits from stock-based awards 116,132 82,422 215,944 134,491 Other financing activities, net - (3,708) - (3,708) ---------- ---------- ---------- ----------- Net cash used in financing activities (82,873) (207,658) (512,145) (928,673) ---------- ---------- ---------- ----------- Effect of exchange rate changes on cash and cash equivalents 22,419 7,237 34,567 11,218 Net change in cash and cash equivalents 229,128 216,734 161,530 (44,059) Cash and cash equivalents, beginning of period 1,362,095 1,309,078 1,429,693 1,569,871 ---------- ---------- ---------- ----------- Cash and cash equivalents, end of period $1,591,223 $1,525,812 $1,591,223 $ 1,525,812 ========== ========== ========== =========== Supplemental schedule of acquisition- related activities: Cash paid for acquisitions $ 60,983 $ 25,894 $ 63,006 $ 41,767 Cash acquired in acquisitions (150) (1,462) (7,677) (5,756) ---------- ---------- ---------- ----------- $ 60,833 $ 24,432 $ 55,329 $ 36,011 ========== ========== ========== =========== Common stock, restricted stock and stock options issued in connection with acquisitions $ - $ - $ - $ 54,528 ========== ========== ========== =========== Yahoo! Inc. Unaudited Condensed Consolidated Balance Sheets (in thousands) December 31, June 30, 2006 2007 ------------ ------------- ASSETS Current assets: Cash and cash equivalents $ 1,569,871 $ 1,525,812 Short-term marketable debt securities 1,031,528 865,325 Accounts receivable, net 930,964 891,621 Prepaid expenses and other current assets 217,779 361,891 ----------- ----------- Total current assets 3,750,142 3,644,649 Long-term marketable debt securities 935,886 760,402 Property and equipment, net 1,101,379 1,175,858 Goodwill 2,968,557 3,004,052 Intangible assets, net 405,822 393,337 Other long-term assets 459,988 550,339 Investments in equity interests 1,891,834 1,962,671 ----------- ----------- Total assets $ 11,513,608 $ 11,491,308 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 109,130 $ 142,552 Accrued expenses and other current liabilities 1,046,882 923,044 Deferred revenue 317,982 341,504 ----------- ----------- Total current liabilities 1,473,994 1,407,100 Long-term deferred revenue 64,939 61,170 Long-term debt 749,915 749,632 Other long-term liabilities 36,890 36,451 Deferred and other tax liabilities, net 19,204 261,478 Minority interests in consolidated subsidiaries 8,056 7,748 Stockholders' equity 9,160,610 8,967,729 ----------- ----------- Total liabilities and stockholders' equity $ 11,513,608 $ 11,491,308 =========== =========== CONTACT: Yahoo! Inc. Helena Maus, 408-349-2579 (Media Relations) helena@yahoo-inc.com Cathy La Rocca, 408-349-5188 (Investor Relations) cathy@yahoo-inc.com