Yahoo 2004 Annual Report Download

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Table of contents

  • Page 1
    Yahoo! 2004 Annual Report

  • Page 2

  • Page 3
    ... become the most trafficked Internet site in the world. Yahoo!'s founders, David Filo and Jerry Yang, originally started out to make the Internet more useful by organizing links that helped people find information on the Internet. Yahoo!'s services have expanded as the market has evolved, but David...

  • Page 4
    ... in the wide variety of services they consume on the network. Yahoo! is one of the top two in audience size in 15 verticals according to ComScore/MediaMetrix, with Yahoo! Personals, Yahoo! Music, Yahoo! Finance, Yahoo! News, Yahoo! Games, Yahoo! Mail, Yahoo! Travel and Yahoo! GeoCities all ranked No...

  • Page 5
    ... expanded our industry-leading program to educate, certify and support search We have lived by the mantra that great services engine marketing agencies, which have played an important role in helping clients build lead to a great business, and our strong performance on the user front has translated...

  • Page 6
    ... aggressive to help users "mobilize" their Yahoo! experience. Third, we will continue to drive increased international growth. 2004 set the stage for more significant international growth. By following our principle of build, buy or partner, we launched global search, mail, and messenger platforms...

  • Page 7
    ... to this Form 10-K. à š Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes à š No â...ª As of June 30, 2004, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price for the...

  • Page 8
    ... Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements...

  • Page 9
    ... our marketing platform and access to Internet users beyond the Yahoo! Network through our distribution network of third party entities (which we refer to as ''affiliates'') who have integrated our sponsored search offerings into their websites. Many of our services are free to our users. We...

  • Page 10
    ...! Maps to help users find information on a local level. Yahoo! Local offers businesses a free service called Yahoo! Local Basic Listing allowing them to post detailed company information, such as their business hours, contact information, product/services offered and website address for Yahoo! Local...

  • Page 11
    ...Maps provides interactive maps with zooming, real time traffic conditions and incident reports, together with integrated driving directions. Yahoo! Real Estate provides information for home buyers and sellers. Yahoo! Real Estate enables users to search for listed properties based on geography, price...

  • Page 12
    ...! Finance offers free financial tools to help users manage their personal finances as well as data, news and information for making informed investment decisions. In addition, Yahoo! Finance offers fee-based services, including a real-time stock quotes package, company conference call transcripts...

  • Page 13
    ... programs. Yahoo! Games offers free, classic board, card, arcade and word games along with downloadable games, game strategy guides, shopping guides, gaming news and reviews on computer and console videogames. Yahoo! Games also offers a variety of fee-based premium game downloads and subscriptions...

  • Page 14
    ...! Messenger. Users can also order high-quality prints and photo gifts as a premium service. Yahoo! Communities helps users build and manage relationships and includes properties such as Yahoo! Groups, Chat, Member Directory, and Message Boards. Yahoo! Groups gives users a convenient way to connect...

  • Page 15
    ... and effective marketing platform for businesses, and our financial strategy to create long-term value for our shareholders, we continue to acquire companies. We completed a number of acquisitions during 2004, including the acquisitions of 3721 Network Software Company Limited, (''3721'') in...

  • Page 16
    ... sales of online marketing services to small and medium-size businesses. Our direct advertising sales team focuses on selling our marketing services and solutions to leading agencies and marketers in the United States. As of December 31, 2004, we employed advertising sales professionals in locations...

  • Page 17
    ... for technological innovation. Our engineering and production teams are primarily located in our Sunnyvale, California headquarters and in Pasadena, California, Dallas, Texas and Bangalore, India. Locally-based teams handle most international product development and engineering. We have developed...

  • Page 18
    ... considerable resources for future growth and expansion. Google, in addition to search, offers many other services that directly compete with our services, including a consumer email service, desktop search, local search, photos, maps, shopping services and Internet advertising solutions. Microsoft...

  • Page 19
    ...small and medium size businesses; • attracting advertisers to our user base; • increasing demand for our marketing services by advertisers, users and businesses, including prices paid by advertisers, the number of searches performed by users and the rate at which they click-through to commercial...

  • Page 20
    ... access services compete with many large companies such as AOL, MSN, Comcast Corporation and other established Internet access providers. In certain of these cases, our competition has substantially greater market presence (including an existing user base) and greater financial, technical, marketing...

  • Page 21
    ... will increasingly demand high-quality audio and video content, such as the broadcast of music, film content, speeches, news footage, concerts and other special events. Such content may require us to make substantial payments to third parties from whom we license or acquire such content. For example...

  • Page 22
    .... Internet, technology and media companies often hold a significant number of patents. Further, many of these companies and other parties are actively developing search, indexing, electronic commerce and other Web-related technologies, as well as a variety of online business models and methods...

  • Page 23
    ...States and internationally. As a result, we must expand and adapt our operational infrastructure and increase the number of our personnel in certain areas. Our business relies on our data systems, billing systems for our fee based and other services, and other operational and financial reporting and...

  • Page 24
    ... widespread adoption by users of such devices. The number of individuals who access the Internet through devices other than a personal computer, such as personal digital assistants, mobile telephones and television set-top devices, has increased dramatically. Our services were originally designed...

  • Page 25
    ... our local users as well as increase our branding and other marketing activities in order to remain competitive and strengthen our international market position. Our international operations are subject to increased risks which could harm our business, operating results and financial condition. In...

  • Page 26
    ... and laws directly applicable to providers of Internet services both domestically and internationally. The application of existing domestic and international laws and regulations to Yahoo! relating to issues such as user privacy and data protection, defamation, pricing, advertising, taxation...

  • Page 27
    ... accommodate increased traffic and technology advances or customer requirements. Yahoo! is one of the most highly trafficked Websites on the Internet and is regularly serving an increased number of users and delivering an increased number of daily page views. For example, the usage levels of email...

  • Page 28
    ...Internet access providers, to increase traffic for our offerings and make them more available and attractive to advertisers and users, we have certain distribution agreements and informal relationships with, operators of online networks and leading Websites, software companies, electronics companies...

  • Page 29
    ...the risk of fraudulent clicks on our ads by persons seeking to increase advertising fees. Click-through fraud occurs when a person clicks on one of our advertiser's listings displayed on a web site in order to generate a payment rather than to view the underlying content. If this fraudulent activity...

  • Page 30
    ... in which we have an equity investment, including Yahoo! Japan; and news reports relating to trends in our markets or general economic conditions. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have experienced volatility that often has...

  • Page 31
    ... of business, including claims of alleged infringement of trademarks, copyrights and other intellectual property rights, and a variety of claims, including claims alleging defamation or invasion of privacy, arising in connection with our email, message boards, auction sites, shopping services, and...

  • Page 32
    ..., violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 involving undisclosed compensation to the underwriters, and improper practices by the underwriters, and seek unspecified damages. Similar complaints were filed in the same court against numerous public companies that...

  • Page 33
    ... 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Yahoo! Inc. common stock is quoted on the Nasdaq National Market System under the symbol ''YHOO.'' The following table sets forth the range of high and low per share sales prices as...

  • Page 34
    ...Data: December 31, (in thousands) 2000 2001 2002 2003 2004 Cash, cash equivalents and marketable debt securities Working capital Total assets Long-term...7,101,446 Information for the ...purchase method. See Note 3 - ''Acquisitions'' in the consolidated financial statements for additional information...

  • Page 35
    ...platform and access to Internet users beyond the Yahoo! Network through our distribution network of affiliates who have integrated our sponsored search offerings into their websites. Many of our services are free to our users. We generate revenues by providing marketing services to businesses across...

  • Page 36
    ...for example, when travel arrangements are booked through Yahoo! Travel. Fees revenue consists of revenues generated from a variety of consumer and business fee-based services, including internet broadband and dial-up services, premium mail, music and personals offerings as well as services for small...

  • Page 37
    ... in a publicly traded company and recorded a pre-tax gain of approximately $413 million, net of selling costs, which is included in other income, net on the consolidated statements of operations. We believe the search queries, page views, click-throughs and the related marketing services and fees...

  • Page 38
    ... million and $285 million to the increases in the years ended December 31, 2004 and 2003, respectively. The remainder of the increase, approximately $592 million in 2004 and $297 million in 2003, is from organic growth in advertising across the entire Yahoo! Network. Marketing Services Revenue. 32

  • Page 39
    ..., and the introduction of lower priced fee-based services in 2003. We currently expect combined revenues for marketing services and fees to increase in absolute dollars for 2005 compared to 2004 as we seek to increase users and traffic on our Yahoo! Network and benefit from expected growth in...

  • Page 40
    ...sponsored search revenues increase. Additionally, we expect increased network usage which will drive higher internet connection charges and higher costs relating to the introduction of additional content for new and enhanced services. Sales and marketing expenses consist primarily of advertising and...

  • Page 41
    ... expense reflect our continued investment in the number of talented engineers who develop and build new properties and services in the Yahoo! Network, and enhance our existing properties and services. The increase in depreciation expense reflects our growing base of property and equipment. Product...

  • Page 42
    ... completed in 2004. Stock compensation expense relates to the amortization of the intrinsic value of Yahoo! stock options issued and assumed in connection with business combinations and other equity-based awards. This expense is generally being amortized using the accelerated amortization method...

  • Page 43
    ...increased in 2004 primarily due to the sale of approximately four million shares of an investment in a publicly traded company which resulted in a gain of approximately $413 million, net of selling... held, changes in interest and foreign exchange rates, sales of investments, and impairments of ...

  • Page 44
    ... financial statements for additional information. Minority Interests in Operations of Consolidated Subsidiaries. Business Segment Results We manage our business geographically. Our primary areas of measurement and decision-making are the United States and International. Management relies...

  • Page 45
    ... denominated in the functional currencies of the local countries. Primary currencies include Euros, British Pounds, Japanese Yen, Korean Won and Australian Dollars. The income statements of our international operations are translated into U.S. dollars at the average exchange rates in each applicable...

  • Page 46
    ..., a European online comparison shopping service for a total purchase price of $571 million; • October 2004 - Musicmatch, a provider of personalized music software and services for a total purchase price of $157 million. See Note 3 - ''Acquisitions'' in the consolidated financial statements for...

  • Page 47
    ...purchase arrangements with our customers for which we can reasonably estimate fair value. In addition, our revenue recognition policy... event we...based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our business...

  • Page 48
    ..., ''Share-Based Payment,'' which requires companies to recognize in the statement of operations all share-based payments to employees, including grants of employee stock options, based on their fair values. Accounting for share-based compensation transactions using the intrinsic method supplemented...

  • Page 49
    ... each year our capital expenditures were primarily for purchases of information technology assets to support our expanding offerings, our increased number of users and our international growth. Cash used as consideration for acquisitions, net of cash acquired was $189 million, $376 million and $756...

  • Page 50
    ... maturity. See Note 9 - ''Long-Term Debt'' in the consolidated financial statements for additional information related to the long-term debt. Subsequent to December 31, 2004, we repurchased 4,907,230 shares of our common stock in open market transactions at an average price of approximately $33.60...

  • Page 51
    ... obligations in our financial statements. On April 21, 2003, Overture completed its purchase of the Web Search unit of Fast Search and Transfer ASA, a Norway based developer of search and real-time filtering technologies, for $70 million in cash, plus a contingent earn-out payment of up to...

  • Page 52
    ... as interest rates rise. The fair market value of the Notes will also increase as the market price of the Yahoo! stock increases and decrease as the market price falls. The interest and market value changes affect the fair market value of the Notes but do not impact our financial position, cash...

  • Page 53
    ... instruments of public companies for business and strategic purposes and have classified these securities as available-for-sale. These available-for-sale equity investments are subject to significant fluctuations in fair value due to the volatility of the stock market and the industries in which...

  • Page 54
    ...2004 ...All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. Supplementary Financial Data: Selected Quarterly Financial Data (unaudited) for the two years ended December 31, 2004 ...89 88 49 51...

  • Page 55
    ... responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board...

  • Page 56
    ...company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial...in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP San Jose, California ...

  • Page 57
    ...Statements of Operations (in thousands, except per share amounts) YAHOO! INC. Years Ended December 31, 2002 2003 2004 Revenues Cost of revenues Gross profit Operating expenses: Sales and marketing Product development General and administrative Stock... of these consolidated financial statements. 51

  • Page 58
    ... values) YAHOO! INC. December 31, 2003 2004 ASSETS Current assets: Cash and cash equivalents Marketable debt securities Marketable equity securities Accounts receivable, net of allowance of $31,961 and $34,215, respectively Prepaid expenses and other current assets Total current assets Long-term...

  • Page 59
    ... Long-term deferred revenue Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment, net Purchases of marketable debt securities Proceeds from sales and maturities of marketable debt securities Acquisitions, net of cash acquired Proceeds...

  • Page 60
    ... shares of common stock, respectively, in connection with acquisitions. No shares of common stock were issued during the year ended December 31, 2004. See Note 3 - ''Acquisitions'' for additional information. The accompanying notes are an integral part of these consolidated financial statements. 54

  • Page 61
    ... stock Balance, end of year Retained earnings (accumulated deficit) Balance, beginning of year Net income Balance, end of year Accumulated other comprehensive income Balance, beginning of year Net unrealized gains (losses) on available-for-sale securities, net of tax Foreign currency translation...

  • Page 62
    ... (the ''Yahoo! Network'') to Internet users and a range of tools and marketing solutions for businesses to market to that community of users. On April 7, 2004, the Yahoo! Board of Directors approved a two-for-one split of the Company's shares of common stock effected in the form of a stock dividend...

  • Page 63
    ...for example, when travel arrangements are booked through Yahoo! Travel. Fees revenue consists of revenues generated from a variety of consumer and business fee-based services, including internet broadband and dial-up services, premium mail, music and personals offerings as well as services for small...

  • Page 64
    ... over the term the fixed payment covers. Agreements based on a percentage of revenue, number of paid introductions, number of searches, or other metrics are expensed based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate. The Company has capitalized...

  • Page 65
    ... on quoted market prices as of the valuation date. In computing realized gains and losses on available-for-sale securities, the Company determines cost based on amounts paid, including direct costs such as commissions, to acquire the security using the specific identification method. The Company has...

  • Page 66
    ... the fair value of the asset. Intangible Assets Other than Goodwill. The functional currency of the Company's international subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated to United States dollars using period-end rates of exchange for...

  • Page 67
    ..., ''Share-Based Payment,'' which requires companies to recognize in the statement of operations all share-based payments to employees, including grants of employee stock options, based on their fair values. Accounting for share-based compensation transactions using the intrinsic method supplemented...

  • Page 68
    ... Weighted average effect of dilutive securities: Employee stock options Convertible debt securities Denominator for diluted calculation Net ... summarizes the purchase acquisitions completed during the three years in the period ended December 31, 2004 (in millions): Purchase Price Goodwill Amortizable ...

  • Page 69
    ... building a diversified global business and providing solutions for users and business partners. These factors contributed to a purchase price in excess of fair market value of the HotJobs' net tangible and intangible assets acquired, and as a result, the Company has recorded goodwill in connection...

  • Page 70
    ... contributed to a purchase price in excess of the fair market value of the net tangible and intangible assets acquired from Overture, and as a result, the Company has recorded goodwill in connection with this transaction. Overture. Under the terms of the acquisition agreement, each outstanding...

  • Page 71
    ... Amortizable intangible assets Existing technology and patents Affiliate and advertiser contracts and related relationships Trade name, trademark, and domain name Goodwill Total assets acquired Liabilities assumed Deferred stock-based compensation Total $ 160,673 237,632 134,300 202,300 17,300...

  • Page 72
    ...): Cash acquired Other tangible assets acquired Amortizable intangible assets Trade name, trademark, and domain name Customer, affiliate, and advertiser related relationships Developed technology and patents Goodwill Total assets acquired Liabilities assumed Deferred stock-based compensation Total...

  • Page 73
    ... of the purchase price to the assets acquired and liabilities assumed based on the fair values was as follows (in thousands): Cash acquired Other tangible assets acquired Amortizable intangible assets Trade name, trademark and domain name Customer, affiliate, and advertiser related relationships...

  • Page 74
    ... acquired three other companies which were accounted for as business combinations. The total estimated purchase price for these three acquisitions was approximately $49 million and consisted of $46 million in cash consideration and $2 million related to stock options exchanged and $1 million direct...

  • Page 75
    ... economic lives as follows: • Trademark, trade name and domain name - four to seven years; • Customer, affiliate, and advertiser related relationships - three to seven years; and • Developed technology and patents - two to five years. The Company recognized amortization expense on intangible...

  • Page 76
    ...values of publicly traded securities and securities of privately held companies...$98,507 2003 2004 Land Buildings Leasehold improvements Computers and equipment ... 2004 Investment in Yahoo! Japan (Note 8) Deferred income taxes (Note 10) Investments in privately-held companies Other Total other ...

  • Page 77
    ...connection, traffic acquisition and other costs Deferred income taxes (Note 10) Accrued compensation and related expenses Accrued taxes payable Accrued professional service expenses Accrued sales and marketing...on available-for-sale securities, net of tax Foreign currency translation Accumulated other...

  • Page 78
    ... the Company's investments in available-for-sale securities (in thousands): December 31, 2003 Gross Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. Government and agency securities Municipal bonds Corporate bonds Auction rate securities Corporate equity...

  • Page 79
    ...) The Company's investment portfolio consists of government and corporate securities with effective maturities less than five years. The longer the term of the securities, the more susceptible they are to changes in market rates of interest and yields on bonds. Investments are reviewed periodically...

  • Page 80
    ... 1997, whereby Yahoo! Japan Corporation (''Yahoo! Japan'') was formed. The Company also has commercial arrangements with Yahoo! Japan, consisting of services, including algorithmic search services and sponsored search services and the related traffic acquisition costs, and license fees. Due to...

  • Page 81
    ... occurrence of specified events. Each $1,000 principal amount of the Notes will initially be convertible into 48.78 shares of Yahoo! common stock. The Notes are convertible prior to the final maturity date (1) during any fiscal quarter if the closing sale price of the Company's common stock for at...

  • Page 82
    ...Foreign Total current provision for income taxes Deferred: United States federal State Foreign...the statutory federal income tax rate to income before income taxes ... for income taxes $ 55,117 $ 7,078 (3,500) 7,368 5,227 71,290 $ 120,112 15...liabilities for financial reporting purposes ...Purchased...

  • Page 83
    ... time to time over the next two years, depending on market conditions, share price and other factors. In March 2003, the Company's Board of Directors authorized a two-year extension of the stock repurchase program. The Company may utilize equity instrument contracts to facilitate the repurchase of...

  • Page 84
    ... dates, if the market price of Yahoo! common stock is at or above the pre-determined price agreed in connection with such transaction, which ranges from $25.41 to $26.74 for the remaining three tranches, the Company will have its investment returned with a premium. If the market price of the Company...

  • Page 85
    ... 24.22 $23.67 The following table summarizes information concerning outstanding and exercisable options as of December 31, 2004 (in thousands, except years and per share amounts): Options Outstanding Range of Exercise Prices per Share Number Outstanding Average Remaining Contractual Life (in years...

  • Page 86
    ... were purchased at prices from $18.58 to $21.48 per share. As of December 31, 2004, approximately 18 million shares were available under the Purchase Plan for future issuance. The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method...

  • Page 87
    ..., the Company entered into agreements for the development of an office complex in Sunnyvale, California to serve as its headquarters. Upon substantial completion of the construction in 2001, approximately $259 million was funded for the complex in connection with the lease financing arrangement, and...

  • Page 88
    ... events. Upon conversion, the Company has the right to deliver cash in lieu of common stock. See Note 9 - ''Long-Term Debt'' for additional information related to the long-term debt. (2) The Company is obligated to make payments under contracts to provide sponsored search services to its affiliates...

  • Page 89
    ... of business, including claims of alleged infringement of trademarks, copyrights and other intellectual property rights, and a variety of claims, including claims alleging defamation or invasion of privacy, arising in connection with its email, message boards, auction sites, shopping services, and...

  • Page 90
    ..., violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 involving undisclosed compensation to the underwriters, and improper practices by the underwriters, and seek unspecified damages. Similar complaints were filed in the same court against numerous public companies that...

  • Page 91
    ... as of that date. The capital gain on these transactions, together with the increased fair value of marketable equity securities held by the Company, resulted in the recognition of a tax benefit related to previously reserved capital losses, which reduced the effective income tax rate for the year...

  • Page 92
    .... Revenues from sponsored search and rich media advertisements from the Company's agreements with Overture are included in marketing services for the years ended December 31, 2002, and for the period from January 1, 2003 through October 7, 2003, the date the Company acquired Overture. Revenues from...

  • Page 93
    ... Management believes that prices on agreements with related parties were comparable to those with other similarly situated customers of the Company. See Note 8 - ''Joint Ventures'' for additional information related to transactions involving Yahoo! Japan. Note 17 SUBSEQUENT Stock Repurchase Program...

  • Page 94
    Schedule II - Valuation and Qualifying Accounts Years Ended December 31, 2002, 2003 and 2004 (in thousands) Balance at Beginning of Year Charged to Expenses Write-Offs Net of Recoveries Balance at End of Year Accounts receivable Allowance for doubtful accounts 2002 2003 2004 $ 19,995 23,852 ...

  • Page 95
    Selected Quarterly Financial Data (unaudited) (in thousands, except per share ...number of diluted shares for the quarters ended June 30, 2003, September 30, 2003, and December 31, 2003 have been increased from amounts previously reported to include the shares related to the Company's convertible...

  • Page 96
    ... because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's independent registered public accounting firm has audited management's assessment of the effectiveness of the Company's internal control over financial reporting as of...

  • Page 97
    ... to our chief executive officer, chief financial officer, principal accounting officer and controller. This code of ethics is posted on our Website located at www.yahoo.com. The code of ethics may be found as follows: From our main Web page, first click on ''Company Info'' at the bottom of the page...

  • Page 98
    ....3 to the Registrant's Registration Statement on Form SB-2, Registration No. 333-2142-LA, declared effective on April 11, 1996 [the SB-2 Registration Statement] and incorporated herein by reference.) Amended and Restated 1996 Employee Stock Purchase Plan and Form of subscription agreement (Filed as...

  • Page 99
    ....) Employment Letter, dated as of April 16, 2001, between the Registrant and Terry S. Semel (Filed as Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 [the June 30, 2001 10-Q] and incorporated herein by reference.) Stock Purchase Agreement, dated as...

  • Page 100
    ... and between the Registrant and Yahoo! Japan Corporation List of Subsidiaries Consent of Independent Registered Public Accounting Firm Power of Attorney (see the signature page of this Annual Report on Form 10-K) Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14...

  • Page 101
    ... Number Description * ** Filed herewith. To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K or, where applicable, incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. Indicates a management...

  • Page 102
    ...Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of March, 2005. YAHOO! INC. By: /s/ SUSAN DECKER Susan Decker Executive Vice President, Finance and Administration, and Chief Financial...

  • Page 103
    Signature Title Date /s/ ARTHUR KERN Arthur Kern Director March 11, 2005 Director Robert Kotick /s/ EDWARD KOZEL Edward Kozel /s/ GARY WILSON Gary Wilson /s/ JERRY YANG Jerry Yang Director Director Director March 11, 2005 March 11, 2005 March 11, 2005 March 11, 2005 97

  • Page 104
    .... Yalge Network Yahoo! Japan Corporation Y! Custom Solutions Yahoo Web Services India Private Limited Yahoo! Software Development India Private Limited Yahoo! Taiwan Inc. Sold.com.au Pty Limited 3721 Network Software Company Limited Yahoo de Mexico, SA de CV Yahoo! do Brasil Internet Ltda Yahoo! de...

  • Page 105
    ...Overture Marketing Services Limited Overture Services Australia Pty, Ltd. Overture Search Services Pty, Ltd. Overture Services Canada Corp. Overture S.A.R.L. Overture International Inc. Overture Holdings Limited Overture do Brasil Servicos de Busca na Internet Ltda Alta Vista Internet Solutions Alta...

  • Page 106
    ...Information Technology Ltd. Yahoo! International Branch Holdings, Inc. Yahoo! International Subsidiary Holdings, Inc. Yahoo! Europe International LLC Yahoo! International Acquisition Holdings, Inc. Indigo Acquisition Corporation Broadcast.com Inc. Y! San Diego Corp. Innovative Systems Services Group...

  • Page 107
    ... 333-93497) and the Registration Statement on Form S-4 (No. 333-62694) of Yahoo! Inc. of our report dated March 11, 2005 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness...

  • Page 108
    ... respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods...

  • Page 109
    ..., the Chief Financial Officer of Yahoo! Inc., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Yahoo! Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in...

  • Page 110
    ... 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ TERRY SEMEL Name: Terry Semel Title: Chief Executive Officer Dated: March 11, 2005...

  • Page 111
    ... Decker, and Farzad Nazem Yahoo! Board of Directors Corporate Officers Roy Bostock Chairman of The Partnership for a Drug-Free America Ron Burkle Terry Semel Chairman of the Board of Directors and Chief Executive Officer Jerry Yang Managing Partner of The Yucaipa Companies Eric Hippeau Chief...

  • Page 112
    ... Sartain Senior Vice President, Business Units Engineering John Marcom Senior Vice President, Human Resources Gideon Yu Senior Vice President, Finance and Treasurer Senior Vice President, International Operations Ted Meisel President, Yahoo! Search Marketing Solutions and Senior Vice President...

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