Yahoo 2003 Annual Report Download - page 28

In addition, our board of directors has the authority to and potential customers may decrease spending, particu-
issue up to 10,000,000 shares of Preferred Stock (of which larly for marketing services. Because marketing services
2,000,000 shares have been designated as Series A Junior continue to constitute a majority of our revenues, any
Participating Preferred Stock) and to determine the price, such decrease in expenditures could materially and
rights, preferences, privileges and restrictions, including adversely affect our operating results and financial condi-
voting rights, of those shares without any further vote or tion. In addition, the political and economic conditions
action by the stockholders. described above may contribute to increased volatility in
stock prices, which may cause our stock price to decline.
The rights of the holders of our common stock may be
Special note regarding forward-looking statements.
subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in Some of the statements in this Report constitute forward-
the future. The issuance of Preferred Stock may have the looking statements. In some cases, you can identify for-
effect of delaying, deterring or preventing a change of ward-looking statements by terminology such as ‘‘may,’’
control of Yahoo! without further action by the stockhold- ‘‘will,’’ ‘‘should,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘anticipate,’’
ers and may adversely affect the voting and other rights of ‘‘believe,’’ ‘‘estimate,’’ ‘‘predict,’’ ‘‘potential,’’ or ‘‘continue’’
the holders of our common stock. Further, certain provi- or the negative of such terms or other comparable termi-
sions of our charter documents, including provisions nology. This Report includes, among others for fiscal
eliminating the ability of stockholders to take action by 2004, statements regarding our:
written consent and limiting the ability of stockholders to
raise matters at a meeting of stockholders without giving • primary operating costs and expenses;
advance notice, may have the effect of delaying or
preventing changes in control or management of Yahoo!, • estimated goodwill from the Inktomi and Overture
which could have an adverse effect on the market price of acquisitions;
our stock. In addition, our charter documents do not per-
mit cumulative voting, which may make it more difficult • capital expenditures;
for a third party to gain control of our Board of Direc-
tors. Further, we are subject to the anti-takeover provisions • use of funds from the sale of convertible notes,
of Section 203 of the Delaware General Corporation Law, together with cash and investments;
which will prohibit us from engaging in a ‘‘business com-
bination’’ with an ‘‘interested stockholder’’ for a period of • operating lease arrangements;
three years after the date of the transaction in which the
• evaluation of possible acquisitions of, or invest-
person became an interested stockholder, even if such
ments in business, products and technologies; and
combination is favored by a majority of stockholders,
unless the business combination is approved in a pre- • existing cash and investments being sufficient to
scribed manner. The application of Section 203 also could meet operating requirements.
have the effect of delaying or preventing a change of con-
trol or management. These statements involve known and unknown risks,
uncertainties, and other factors that may cause our or our
Terrorist attacks and the recent hostilities in Iraq have
contributed to economic instability in the United States and
industry’s results, levels of activity, performance, or
internationally, which could lead to reduced advertising
achievements to be materially different from any future
spending by our customers.
results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements.
On September 11, 2001, the United States was the target Such factors include, among others, those listed in these
of terrorist attacks of unprecedented scope, and in ‘‘Risk Factors’’ and elsewhere in this Report. Although we
March 2003, the United States became involved in hostili- believe that the expectations reflected in the forward-look-
ties with Iraq. These events, coupled with political insta- ing statements are reasonable, we cannot guarantee future
bility elsewhere in the world have caused volatility in the results, events, levels of activity, performance, or achieve-
financial markets and uncertainty in the global economy. ments. We do not assume responsibility for the accuracy
Under these circumstances, there is a risk that our existing and completeness of the forward-looking statements. We
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