Yahoo 2011 Annual Report Download - page 32

of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate
tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements and
may materially affect our income tax provision, net income, or cash flows in the period or periods for which such
determination and settlement is made.
Our stock price has been volatile historically and may continue to be volatile regardless of our operating
performance.
The trading price of our common stock has been and may continue to be subject to broad fluctuations. During the
year ended December 31, 2011, the closing sale price of our common stock on the NASDAQ Global Select
Market ranged from $11.09 to $18.65 per share and the closing sale price on February 17, 2012 was $15.01 per
share. Our stock price may fluctuate in response to a number of events and factors, such as variations in quarterly
operating results, announcements and implementations of technological innovations or new services by us or our
competitors; changes in financial estimates and recommendations by securities analysts; the operating and stock
price performance of, or other developments involving, other companies that investors may deem comparable to
us; the current and anticipated future operating performance of companies in which we have an equity
investment, including Yahoo Japan Corporation (“Yahoo Japan”) and Alibaba Group; and news reports or
rumors relating to us, companies in which we have an equity investment, 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 been unrelated to the operating performance of such companies. These broad
market and industry fluctuations may adversely affect the price of our stock, regardless of our operating
performance. Volatility or a lack of positive performance in our stock price may adversely affect our ability to
retain key employees, all of whom have been granted stock options or other stock-based awards. A sustained
decline in our stock price and market capitalization could lead to an impairment charge to our long-lived assets.
Delaware statutes and certain provisions in our charter documents could make it more difficult for a third-
party to acquire us.
Our Board of Directors has the authority to issue up to 10 million shares of Preferred Stock and to determine the
price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further
vote or action by the stockholders. The rights of the holders of our common stock may be subject to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock may have the effect of delaying, deterring or preventing a change in control of
Yahoo! without further action by the stockholders and may adversely affect the voting and other rights of the
holders of our common stock.
Some provisions of our charter documents, including provisions eliminating the ability of stockholders to take
action by written consent and limiting the ability of stockholders to raise matters at a meeting of stockholders
without giving advance notice, may have the effect of delaying or preventing changes in control or changes in
our management, which could have an adverse effect on the market price of our stock. In addition, our charter
documents do not permit cumulative voting, which may make it more difficult for a third-party to gain control of
our Board of Directors. Further, we are subject to the anti-takeover provisions of Section 203 of the Delaware
General Corporation Law, which will prohibit us from engaging in a “business combination” with an “interested
stockholder” for a period of three years after the date of the transaction in which the person became an interested
stockholder, even if such combination is favored by a majority of stockholders, unless the business combination
is approved in a prescribed manner. The application of Section 203 also could have the effect of delaying or
preventing a change in control of us.
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