Yahoo 2012 Annual Report Download - page 41

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, 2012, the closing sale price of our common stock on the NASDAQ Global Select
Market ranged from $14.42 to $19.90 per share and the closing sale price on February 15, 2013 was $21.02 per
share. Our stock price may fluctuate in response to a number of events and factors, such as variations in quarterly
operating results or announcements of technological innovations, significant transactions, or new features,
products or 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; trends in our industry; general economic conditions; and the current and
anticipated future operating performance and equity valuation of Alibaba Group and Yahoo Japan Corporation in
which we have equity investments, including changes in equity valuation due to fluctuations in foreign currency
exchange rates.
In addition, the stock market in general, and the market prices for companies in our industry, have experienced
volatility that often has been unrelated to operating performance. 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 who 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 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. 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.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters is located in Sunnyvale, California and consists of owned space aggregating approximately
one million square feet. We also lease office space in Argentina, Australia, Belgium, Brazil, Canada, China,
Egypt, France, Germany, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Jordan, Malaysia,
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