Yahoo 2015 Annual Report Download

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ANNUAL
REPORT

Table of contents

  • Page 1
    ANNUAL REPORT

  • Page 2
    ...'re focusing on our three global platforms: Search, Mail, and Tumblr, and four core vertical utilities: News, Sports, Finance, and Lifestyles. For advertisers, we've dramatically simplified our go-to-market story with two key offerings: Gemini and BrightRoll. By concentrating efforts on these areas...

  • Page 3
    ... expect to drive long-term, sustainable growth in Mavens revenue. In addition to monetizing our consumer products, we see great progress with our Mobile Developer Suite, which leverages the tools and talent of our Flurry acquisition to cultivate Yahoo's developer network and expand advertiser reach...

  • Page 4

  • Page 5
    ...a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ' As of June 30, 2015, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price...

  • Page 6
    ... Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II ITEM 5 ITEM 6 ITEM 7 ITEM 7A ITEM 8 ITEM 9 ITEM 9A ITEM 9B Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion...

  • Page 7
    ... search, display, and other revenue, as well as revenue from our offerings in mobile, video, native, and social ("Mavens"); expectations about the financial and operational impacts of our Search and Advertising Services and Sales Agreement with Microsoft Corporation and our Google Services Agreement...

  • Page 8
    ... their businesses through advertisements targeted to audiences on our online properties and services ("Yahoo Properties") and a distribution network of third-party entities ("Affiliates") who integrate our advertising offerings into their websites or other offerings ("Affiliate sites"). Our revenue...

  • Page 9
    ..., connecting, and entertaining our users with our search (Yahoo Search), communications (including Yahoo Mail and Yahoo Messenger), and digital content products (including Tumblr, and our 4 core verticals: Yahoo News, Yahoo Sports, Yahoo Finance, and Yahoo Lifestyle). Our user offerings include...

  • Page 10
    ... users. Digital Content Our Digital Content offerings include: Tumblr, our global social platform, and our four core verticals: News, Sports, Finance, and Lifestyle. Our Digital Content is available on mobile or desktop. Yahoo News, which can be accessed through the Yahoo App and the Yahoo homepage...

  • Page 11
    ... business we acquired in September 2015, into Yahoo Lifestyle, users will have access to discover and publish their own style trends, and to buy items featured in articles and sets through direct integration with commerce sites. Tumblr offers a web platform and mobile applications on iOS and Android...

  • Page 12
    ... advertising on Yahoo, Tumblr, and across our app network. Yahoo App Marketing ads are powered by Yahoo Gemini and priced on a cost-per-click basis. Tumblr In-App Sharing allows developers to integrate a Tumblr sharing button into their app experiences to enable their users to share content directly...

  • Page 13
    ...array of engineering and product talent, support a large portion of the Yahoo product portfolio and technology infrastructure. Our product teams have expertise in web and mobile user applications, scalable software platforms, information retrieval, machine learning and science, editorial, networking...

  • Page 14
    ... companies that seek to connect people with digital content and with each other. We compete on a global scale for audience share, marketers, and talent. Our competition includes: • • General purpose search engines and information services such as Alphabet's Google and Microsoft's Bing. Companies...

  • Page 15
    ..., users' time, and advertising dollars across desktop and mobile. Advertising networks, exchanges, demand side and supply side platforms, and traditional media companies, with which we compete for a share of advertisers' marketing budgets and in the development of the tools and systems for managing...

  • Page 16
    ... from online search engines, sites offering integrated internet products and services, social media and networking sites, ecommerce sites, companies providing analytics, monetization and marketing tools for mobile and desktop developers, and digital, broadcast and print media. In a number of...

  • Page 17
    offer advertising exchanges, ad networks, demand side platforms, ad serving technologies, sponsored search offerings, and other services that directly compete for advertisers with our offerings. Additionally, as the use of programmatic advertising continues to increase, we compete with companies ...

  • Page 18
    ... revenue from ads displayed on mobile devices. A key element of our strategy is focusing on mobile devices, and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products, services and apps. However, if our new mobile products...

  • Page 19
    ... Yahoo Properties and its Affiliate sites (the "Volume Commitment") and will display only Microsoft's paid search results on such search result pages. Approximately 35 percent, 35 percent, and 31 percent of our revenue for 2015, 2014 and 2013, respectively, were attributable to the Search Agreement...

  • Page 20
    .... Further, Google has a number of termination rights under the Services Agreement. If Google terminated the Services Agreement and we were unable to rely on our Yahoo Gemini platform or the Search Agreement with Microsoft, the termination could have an adverse impact on our business, revenue and...

  • Page 21
    ...-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to the Yahoo brands, and a loss of users, advertising partners, or Affiliates...

  • Page 22
    ... in design or manufacture or other problems that could unexpectedly compromise network and data security. Additionally, some third parties, such as our distribution partners, service providers and vendors, and app developers, may receive or store information provided by us or by our users through...

  • Page 23
    ... third parties are non-exclusive, other media providers may be able to offer similar or identical content. This increases the importance of our ability to deliver compelling editorial content and personalization of this content for users in order to differentiate Yahoo from other businesses. If 19

  • Page 24
    ... of network security measures, our servers are vulnerable to computer viruses, malware, worms, hacking, physical and electronic break-ins, router disruption, sabotage or espionage, and other disruptions from unauthorized access and tampering, as well as coordinated denial-of-service attacks. We...

  • Page 25
    ... of our business, including actions with respect to intellectual property claims, privacy, consumer protection, information security, data protection or law enforcement matters, tax matters, labor and employment claims, commercial claims, as well as actions involving content generated by our users...

  • Page 26
    ... us over the display of content or search results triggered by search terms, including the display of advertising, that include trademark terms. As we expand our business and develop new technologies, products and services, we may become increasingly subject to intellectual property infringement and...

  • Page 27
    ... accepted accounting principles to test goodwill for impairment at least annually and to review our intangible assets, investments in equity interests (including investments held by any equity method investee), and our other investments, for impairment when events or changes in circumstance indicate...

  • Page 28
    ... and data privacy and security claims against the acquired companies, or companies in which we have invested; litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested; the impairment or loss of relationships with customers and partners of...

  • Page 29
    ... and to foreign laws and regulations that are inconsistent from country to country. The Digital Millennium Copyright Act ("DMCA") is intended, in part, to limit the liability of eligible online service providers for caching, hosting, listing or linking to, third-party websites or user content that...

  • Page 30
    ... foreign ownership or investments; different, uncertain or more stringent user protection, content, data protection, privacy, intellectual property and other laws; and risks related to other government regulation (including the potential for actions restricting access to our products), required...

  • Page 31
    ...harm our reputation and negatively affect our business. We present key metrics such as unique users, number of Ads Sold, number of Paid Clicks, Search click-driven revenue, Price-per-Click and Price-per-Ad that are calculated using internal company data. We periodically review, refine and update our...

  • Page 32
    ... to develop and implement, may take time to test and deploy, may cause us to incur substantial costs or data loss, and may cause changes, delays or interruptions in service. These changes, delays, or interruptions in our service may cause our users, Affiliates and other advertising platform...

  • Page 33
    ... revenue for us. We offer fee-based enhancements for many of our free services. The development cycles for these technologies are long and generally require investment by us. We have invested and will continue to invest in premium products, services and apps. Some of these premium products, services...

  • Page 34
    ... if the contents were directly relevant to a search. The software providers may also seek to require us to pay them royalties in exchange for giving us the ability to search documents in their format. If the search platform technology we employ is unable to index proprietary format web documents as...

  • Page 35
    ...Group") and Yahoo Japan in which we have investments. The equity valuation of our investment in Yahoo Japan may be impacted due to fluctuations in foreign currency exchange rates. We present our investment in Alibaba Group on our consolidated balance sheet as an available-forsale marketable security...

  • Page 36
    ... 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...

  • Page 37
    ...rating service announces its intention to put the Company or the Notes on credit watch or lowers its rating on the Company or the Notes below any rating initially assigned to the Company or the Notes, the trading price of the Notes could decline. The accounting method for convertible debt securities...

  • Page 38
    ...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 lease office space in Argentina, Australia, Brazil, Canada, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan...

  • Page 39
    ... of Equity Securities Market Information for Common Stock Yahoo! Inc. common stock is quoted on the NASDAQ Global Select Market under the symbol "YHOO." The following table sets forth the range of high and low per share sales prices as reported for each period indicated: 2014 High Low High 2015 Low...

  • Page 40
    ...the Securities Exchange Act of 1934, as amended (the "Exchange Act"),...2013, 2014, and 2015. The graph assumes that $100 was invested at the market close on December 31, 2010 in the common stock of Yahoo, the NASDAQ 100 Index, the S&P Internet, and the S&P 500 and assumes reinvestment of any dividends...

  • Page 41
    ...and Results of Operations" appearing elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data and the consolidated balance sheets data for the years ended, and as of, December 31, 2011, 2012, 2013, 2014, and 2015 are derived from our audited consolidated financial...

  • Page 42
    ... ("Alibaba Group") and a non-cash loss of $33 million related to impairments of assets held by Yahoo Japan. In addition, in the year ended December 31, 2011, we recorded net restructuring charges of $24 million related to our cost reduction initiatives. Apart from the Search Agreement, the tax...

  • Page 43
    ... (In thousands) 2014(3) 2015(4) Cash and cash equivalents $ 1,562,390 Marketable securities Alibaba Group equity securities Alibaba Group Preference Shares Working capital Goodwill Investments in equity interests Total assets Income taxes payable related to the sale of Alibaba Group ADSs Long-term...

  • Page 44
    ... their businesses through advertising to targeted audiences on our online properties and services ("Yahoo Properties") and a distribution network of third party entities ("Affiliates") who integrate our advertising offerings into their websites or other offerings ("Affiliate sites"). Our revenue is...

  • Page 45
    ... December 31, 2015, we satisfied the $3.3 billion income tax liability related to the sale of Alibaba Group American Depositary Shares ("ADSs") in Alibaba Group's initial public offering ("Alibaba Group IPO") in September 2014. Non-GAAP Financial Measures Revenue ex-TAC. Revenue ex-TAC is a non...

  • Page 46
    ...property and equipment, net (i.e., acquisition of property and equipment less proceeds received from disposition of property and equipment) and dividends received from equity investees. We consider free cash flow to be a liquidity measure which provides useful information to management and investors...

  • Page 47
    ...expect 2016 revenue to be less than the amount reported in 2015 as a result of the completion of recognition of deferred revenue under the Technology and Intellectual Property License Agreement (the "TIPLA") with Alibaba Group, strategic product exits, declines in our legacy desktop display business...

  • Page 48
    ...user experience on mobile across a number of Yahoo Properties, including Fantasy Sports, Sports, Mail, Search and Tumblr. As of December 31, 2015, we had more than 600 million monthly mobile users (including mobile Tumblr users). Mobile revenue is generated in connection with user activity on mobile...

  • Page 49
    ...-GAAP financial measure) Years Ended December 31, 2013 2014 (in thousands) 2015 Net cash provided by (used in) operating activities Acquisition of property and equipment, net Excess tax benefits from stock-based awards Dividends received from equity investees Free cash flow $1,195,247 (338,131) 64...

  • Page 50
    ...the $3.3 billion income tax liability related to the sale of Alibaba Group ADSs in September 2014 and an increase in the acquisition of property and equipment to support our product investment initiatives in our Mail, Search, and Mavens offerings. For the year ended December 31, 2014, free cash flow...

  • Page 51
    ... sites. We will algorithmic search results. gross revenues from AFS ads displayed on Yahoo Properties vary depending on whether the ads are displayed on U.S. or on the tablet or mobile phone versions of the Yahoo pay Google fees for requests for image search results or web The Services Agreement...

  • Page 52
    ...on Yahoo Properties and Affiliate sites. Search revenue is recognized based on Paid Clicks. A Paid Click occurs when an end-user clicks on a sponsored listing on Yahoo Properties or Affiliate sites for which an advertiser pays on a per click basis. Under the Search Agreement with Microsoft we report...

  • Page 53
    ... Yahoo Properties and growth in advertising revenue from mobile, partially offset by the impact of the Microsoft transition in the Asia Pacific segment. Search revenue grew despite the expiration in March 2014 of Microsoft's guarantee of Yahoo revenue-per-search under the Search Agreement (the "RPS...

  • Page 54
    ... by users. Clicks are delivered when a user clicks on a native advertisement. Arrangements for these services generally have terms of up to one year and in some cases the terms may be up to three years. For display advertising on Affiliate sites, we pay TAC to Affiliates for the revenue generated...

  • Page 55
    ... 2014 due to the Alibaba Group IPO. The decline in listings-based revenue was attributable to a decline in auction and exchange fees, shopping traffic, and expiration of a partner agreement. The decline in fees and listings-based revenue was also attributable to declines in Yahoo Small Business...

  • Page 56
    ... the Microsoft RPS Guarantee and search revenue from Yahoo Japan. "Price-per-Click" is defined as search click-driven revenue divided by our total number of Paid Clicks. "Ads Sold" consist of display ad impressions for paying advertisers on Yahoo Properties (including mobile) and Affiliate sites...

  • Page 57
    ...our advertising offerings into their websites or other offerings and payments made to companies that direct consumer and business traffic to Yahoo Properties. We enter into agreements of varying duration that involve TAC. There are generally two economic structures of the Affiliate agreements: fixed...

  • Page 58
    ... Gemini platform across search and native advertising. Cost of Revenue-Other Cost of revenue-other consists of bandwidth costs, stock-based compensation, content and other expenses associated with the production and usage of Yahoo Properties, including content expense and amortization of developed...

  • Page 59
    ... in the number of awards being expensed at a higher fair value. The increase in marketing and public relations expense for the year ended December 31, 2014 was primarily due to increased media advertising and spend on promotional event management. Product Development Product development expenses...

  • Page 60
    ... expense) related to other corporate departments and fees for professional services. The following table presents general and administrative expenses and those expenses as a percentage of revenue for the periods presented (dollars in thousands): Years Ended December 31, 2013 2014 2015 General and...

  • Page 61
    ... related to Tumblr, which we acquired in the second quarter of 2013. Gain on Sales of Patents The following table presents gain on sales of patents and those gains as a percentage of revenue for the periods presented (dollars in thousands): Years Ended December 31, 2013 2014 2015 Gain on sales...

  • Page 62
    ... cost of the acquired content exceeded its net realizable value. Goodwill Impairment Charge The following table presents goodwill impairment charge and those charges as a percentage of revenue for the periods presented (dollars in thousands): Years Ended December 31, 2013 2014 2015 Goodwill...

  • Page 63
    ... for the Middle East reporting unit. The impairment resulted from a decline in business conditions in the Middle East during the latter half of 2013. See Note 5-"Goodwill" in the Notes to our consolidated financial statements and "Critical Accounting Policies-Goodwill" within Management's Discussion...

  • Page 64
    ... income (expense), net was as follows (dollars in thousands): Years Ended December 31, 2013 2014 2015 Interest, dividend, and investment income Interest expense Gain on sale of Alibaba Group ADSs Gain (loss) on Hortonworks warrants Foreign exchange gain (losses) Other Total other income (expense...

  • Page 65
    ...2014, we recorded a pre-tax gain of approximately $10 billion related to the sale of Alibaba Group ADSs. We hold warrants that vested upon the December 12, 2014 initial public offering...interest and foreign exchange rates, changes in the fair value of foreign currency forward contracts, realized gains...

  • Page 66
    ...prior year tax positions Acquisition related non-deductible expenses Tax liquidation of acquired entities Goodwill impairment charge(5) Intangible impairment charge Other Provision (benefit) for income taxes (*) 24% $4,038,102 Percent of income before income taxes and earnings in equity interests...

  • Page 67
    .... In 2014, Yahoo! Hong Kong Holdings Limited ("YHK") sold 140 million Alibaba Group ADSs in the Alibaba Group IPO at an initial public offering price of $68.00 per ADS, which resulted in an increase in our provision for income taxes for 2014. In 2015, our pre-tax loss included a goodwill impairment...

  • Page 68
    ...31, 2015, compared to 2014, was due primarily to the change in accounting for our investment in Alibaba Group, which we now record as a marketable equity security. Commencing with the Alibaba Group IPO in September 2014, we no longer use the equity method to account for our interest in Alibaba Group...

  • Page 69
    ..., revenue ex-TAC, direct costs excluding TAC by segment, and consolidated income (loss) from operations for making decisions related to the evaluation of the financial performance of, and allocating resources to, our segments. Years Ended December 31, 2013 2014 (dollars in thousands) 2015 2013-2014...

  • Page 70
    ... Yahoo Properties and on Affiliate sites. The increase in Americas display revenue for the year ended December 31, 2015 was primarily associated with an increase in video and native advertising, including incremental revenue following the BrightRoll acquisition and an increase in revenue from mobile...

  • Page 71
    ... revenue-per-search. The decline in display revenue for the year ended December 31, 2014 was due to a decline in advertising revenue from Affiliate sites and a decline in premium ads sold on Yahoo Properties, partially offset by an increase in native advertising on Yahoo Properties, which launched...

  • Page 72
    ...year ended December 31, 2014 was primarily attributable to the revenue share with Microsoft associated with the Search Agreement. The decline in display revenue for the year ended December 31, 2014 was primarily attributable to a decline in premium advertising on Yahoo Properties due to a decline in...

  • Page 73
    ... the sale of Alibaba Group ADSs in the Alibaba Group's IPO in 2014, which drove the net use of cash from operations. Our operating activities for 2014 and 2013 have generated adequate cash to meet our operating needs. As of December 31, 2015, we had cash, cash equivalents, and marketable securities...

  • Page 74
    ... $859 million used for acquisitions. Our foreign subsidiaries held $498 million of our total $6.8 billion of cash and cash equivalents and marketable securities (excluding Alibaba Group and Hortonworks equity securities) as of December 31, 2015. The cumulative earnings remaining in our consolidated...

  • Page 75
    ...liability related to the sale of Alibaba Group shares in September 2014) and earnings in equity interests of $384 million offset by non-cash goodwill and other impairment charges of $4,521 million, other non-cash adjustments of $1,134 million, and dividends from equity investees of $142 million. For...

  • Page 76
    ... acquisitions, offset by net proceeds from sales and maturities of marketable securities of $3.6 billion, $800 million received from the redemption of the Alibaba Group Preference Shares, $80 million from sales of patents, and $290 million from the settlement of foreign exchange contracts (including...

  • Page 77
    ...expired in June 2015, was exhausted in the first quarter of 2014. In November 2013, the Board ...2013. These shares were repurchased pursuant to a Purchase Agreement entered into on July 22, 2013, prior to the market opening for trading in Yahoo stock, at $29.11 per share, which was the closing...

  • Page 78
    ... generally comprised of purchases of computer hardware, software, server equipment, furniture and fixtures, real estate, and capitalized software and labor for internal use software projects. Capital expenditures, net were $543 million in 2015, $396 million in 2014, and $338 million in 2013. Capital...

  • Page 79
    ... various arrangements with vendors and other business partners, principally for content, bandwidth, and marketing arrangements. We are committed to make certain payments under various intellectual property arrangements. As of December 31, 2015, unrecognized tax benefits and potential interest and...

  • Page 80
    ... of agreements or representations and warranties made by us, services to be provided by us, intellectual property infringement claims made by third parties or, with respect to the sale, lease, or assignment of assets or the sale of a subsidiary, matters related to our conduct of the business and tax...

  • Page 81
    ... advertisements and search advertising revenue is generated from clicks on text-based links to advertisers' websites that appear primarily on search results pages, and from revenue sharing arrangements with partners for search technology and services. Other revenue consists of listingsbased services...

  • Page 82
    ...amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, regulatory changes, loss of key personnel and reporting unit and macro-economic factors. Goodwill is tested for impairment at the reporting unit...

  • Page 83
    ... of the beta (a measure of volatility) of traded securities of comparable companies and risk premiums of reporting units based on international cost of capital methods. Discount rate assumptions for these reporting units take into account our assessment of the risks inherent in the future cash...

  • Page 84
    ... control using the equity method. In accounting for these investments we record our proportionate share of the entities' net income or loss, one quarter in arrears. We review our investments in equity interests for impairment whenever events or changes in business circumstances indicate that the...

  • Page 85
    ... Rate Exposure Our exposure to market risk for changes in interest rates impacts our costs associated with hedging, and primarily relates to our cash and marketable securities portfolio. We invest excess cash in money market funds, time deposits, and liquid debt instruments of the U.S. and foreign...

  • Page 86
    ... sensitivity analysis. Revenue ex-TAC and related expenses generated from our international subsidiaries are generally denominated in the currencies of the local countries. Primary currencies include Australian dollars, British pounds, Euros, Japanese yen, Taiwan dollars and Singapore dollars. The...

  • Page 87
    ... in Alibaba Group from an equity method investment to an available-for-sale equity security exposes our investment portfolio to increased equity price risk. The fair value of the equity investment in Alibaba Group will vary over time and is subject to a variety of market risks including: company...

  • Page 88
    Item 8. Financial Statements and Supplementary Data Page Index to Consolidated Financial Statements Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2015 Consolidated Statements of Operations for each ...

  • Page 89
    ... generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition...

  • Page 90
    ... 31, 2014 and 2015, respectively) Investment in Alibaba Group Investments in equity interests Total assets LIABILITIES AND EQUITY Current liabilities: Accounts payable Income taxes payable related to sale of Alibaba Group ADSs Other accrued expenses and current liabilities Deferred revenue Total...

  • Page 91
    Yahoo! Inc. Consolidated Statements of Operations Years Ended December 31, 2013 2014 2015 (in thousands, except per share amounts) Revenue Operating expenses: Cost of revenue-traffic acquisition costs Cost of revenue-other Sales and marketing Product development General and administrative ...

  • Page 92
    ...sale securities, net of tax Foreign currency translation adjustments ("CTA"): Foreign CTA gains (losses), net of taxes of $(19,754), $1,734 and $1,279 for 2013, 2014 and 2015... income (loss) attributable to Yahoo! Inc. $ 1,113,421 The accompanying notes are an integral part of these...

  • Page 93
    ... change in unrealized gains (losses) on available-for-sale securities, net of tax Net change in unrealized gains (losses) on cash flow hedges, net of tax Foreign currency translation adjustments, net of tax Balance, end of year Total Yahoo! Inc. stockholders' equity 571,249 5,980 1,412 (260,252) 318...

  • Page 94
    Yahoo! Inc. Consolidated Statements of Stockholders' Equity-(Continued) Years Ended December 31, 2013 2014 (in thousands) Common stock Balance, beginning of year Common stock and restricted stock issued Restricted stock issued under compensation arrangements related to acquisitions Accelerated share...

  • Page 95
    ...,776 Incomes taxes payable related to sale of Alibaba Group ADSs - 3,282,293 (3,282,293) Deferred revenue (149,929) (194,920) (195,328) Net cash provided by (used in) operating activities 1,195,247 916,350 (2,383,422) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (342...

  • Page 96
    ... maturities of marketable securities 748,915 945,696 6,691,645 Proceeds from sale of Alibaba Group ADSs, net of underwriting discounts, commissions, and fees - 9,404,974 - Proceeds related to the redemption of Alibaba Group Preference Shares 800,000 - - Acquisitions, net of cash acquired (1,247,544...

  • Page 97
    ..., in internal website editorial costs previously included in sales and marketing expense to cost of revenue-other for the years ended December 31, 2013 and 2014. Also, at the beginning of 2015, the Company began classifying non-data center facilities-related costs within general and administrative...

  • Page 98
    ... securities, including U.S. and foreign government, agency, municipal and highly rated corporate debt obligations and money market funds. The fair value of the equity investments in Alibaba Group and Hortonworks will vary over time and is subject to a variety of market risks including: company...

  • Page 99
    ...in Alibaba Group and Hortonworks to available-for-sale marketable securities exposes the Company's investment portfolio to increased equity price risk. The Company evaluates the marketable equity securities periodically for possible other-than-temporary impairment. A decline of fair value below cost...

  • Page 100
    ..., the Company determines cost based on amounts paid, including direct costs such as commissions to acquire the security, using the specific identification method. During the years ended December 31, 2013, 2014 and 2015, gross realized gains and losses on available-for-sale marketable debt and equity...

  • Page 101
    ... balance sheets at fair value. See Note 9-"Foreign Currency Derivative Financial Instruments" for a full description of the Company's derivative financial instrument activities and related accounting. Property and Equipment. Buildings are stated at cost and depreciated using the straight-line method...

  • Page 102
    ...During the year ended December 31, 2015, the Company recorded an asset impairment charge of $28 million related to acquired content, primarily driven by a reduction of forecasted revenues to be generated from advertising on Yahoo Properties. Investments in Equity Interests. Investments in the common...

  • Page 103
    ... certain data center equipment under capital lease agreements with original lease periods up to 15 years. Assets acquired under capital leases are amortized over the lesser of the useful life of the asset or the lease term. For the years ended December 31, 2013, 2014 and 2015, the Company expensed...

  • Page 104
    ...by users. Clicks are delivered when a user clicks on a native advertisement. Arrangements for these services generally have terms of up to one year and in some cases the terms may be up to three years. For display advertising on Affiliate sites, the Company pays Affiliates from the revenue generated...

  • Page 105
    ... Properties, principally from Yahoo Small Business, Yahoo Travel, and Yahoo Shopping. The Company recognizes transaction revenue when there is evidence that qualifying transactions have occurred. The Company also receives royalties from Yahoo Japan which are recognized when earned. Alibaba Group...

  • Page 106
    .... Cost of revenue-other also includes costs for Yahoo's technology platforms and infrastructure, including depreciation expense of facilities and other operating costs, directly related to revenue generating activities. Amortization of Intangibles. Amortization of customer, affiliate, and advertiser...

  • Page 107
    ... ASU 2015-14, which defers by one year the effective date of ASU 2014-09. Accordingly, this guidance is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company plans to...

  • Page 108
    ... as the Company's marketable equity securities, due primarily to Alibaba Group and Hortonworks, are currently classified as available-forsale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. In February 2016, the FASB...

  • Page 109
    ... 31, 2014 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government and agency securities Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit Alibaba Group equity securities Hortonworks equity securities Other corporate equity...

  • Page 110
    ... available-for-sale marketable debt securities $ 552,041 $ (635) $ - $ - $ 552,041 $ (635) 2,415,347 (4,763) 99,214 (145) 2,514,561 (4,908) $2,967,388 $(5,398) $99,214 $(145) $3,066,602 $(5,543) The Company's investment portfolio includes equity securities of Alibaba Group and...

  • Page 111
    ... - - - - 850,002 3,602,321 3,327,017 1,361,165 Available-for-sale equity securities: Other corporate equity securities(2) Alibaba Group equity securities Hortonworks equity Hortonworks warrants Foreign currency derivative contracts(3) securities(2) 660 39,867,789 104,029 - - $40,346,300 - - - - 202...

  • Page 112
    ... 635,917 1,844,494 2,918,496 82,703 Available-for-sale equity securities: Other corporate equity securities(2) Alibaba Group equity securities Hortonworks equity Hortonworks warrants Foreign currency derivative contracts(3) securities(2) - $31,643,573 Financial assets at fair value Liabilities...

  • Page 113
    ... a 6-months lock-up period which expired during 2015. These shares are accounted for as an available-for-sale security and had a fair value of $104 million and $84 million as of December 31, 2014 and 2015, respectively. The Company also holds warrants that vested upon the initial public offering of...

  • Page 114
    ...in Note 5-"Goodwill" and Note 6-"Intangible Assets, Net". Other Investments As of December 31, 2014 and 2015, the Company held approximately $82 million and $83 million, respectively, of investments in equity securities of privately-held companies that are accounted for using the cost method. These...

  • Page 115
    ...in thousands): 2014 2015 Deferred income taxes Investments in privately-held companies Hortonworks equity securities and warrants Foreign currency forward and option contracts Restricted Other Total other long-term assets and investments (*) The amount represents letters of credit secured with cash...

  • Page 116
    ... 31, other accrued expenses and current liabilities consisted of the following (in thousands): 2014 2015 Accrued content, connection, traffic acquisition, and other costs Accrued compensation and related expenses Income taxes payable(*) $ 172,913 373,749 (264,993) 49,651 16,424 47,356 2,179...

  • Page 117
    ... accounts, marketable debt securities, and dividend income on the Alibaba Group Preference Shares prior to the redemption of such shares in May 2013. Interest expense is related to the Notes and notes payable related to building and capital lease obligations for data centers. Gain on sale of Alibaba...

  • Page 118
    ... Realized gains on available-for-sale securities, net of tax Foreign currency translation adjustments ("CTA"): Disposal of a portion of the investment in Alibaba Group, net of $30 million in tax Total reclassifications for the period $ (5,259) (2,218) Revenue Other income (expense), net (50,301...

  • Page 119
    ..., 2013, the Company completed the acquisition of Tumblr, Inc. ("Tumblr"), a bloghosting website that allows users to post their own content as well as follow or re-blog posts made by other users. The acquisition of Tumblr brought a community of new users to Yahoo Properties and Affiliate sites. The...

  • Page 120
    ... users to the Yahoo Network by deploying Yahoo's personalization technology and search infrastructure to deliver relevant content to the Tumblr user base. Other Acquisitions-Business Combinations. During the year ended December 31, 2013, the Company acquired 25 other companies, which were accounted...

  • Page 121
    ... acquired and is not deductible for tax purposes. BrightRoll. On December 12, 2014, the Company completed the acquisition of BrightRoll, Inc. ("BrightRoll"), a leading programmatic video advertising platform. The transaction combined Yahoo's premium-desktop and mobile video advertising inventory...

  • Page 122
    ..., and $5 million to assumed liabilities. Transactions completed in 2015 Polyvore. On September 2, 2015, the Company acquired Polyvore, Inc. ("Polyvore"), a social commerce website that lets users across the globe discover and shop for their favorite products in fashion, beauty and home décor. 118

  • Page 123
    ...of the net tangible and identifiable intangible assets acquired and is not deductible for tax purposes. The entire goodwill amount was recorded in the EMEA segment. The Company's business combinations completed during the years ended December 31, 2013, 2014 and 2015 did not have a material impact on...

  • Page 124
    ... million in revenue related to the Existing Patents and the Capture Period Patents during the years ended December 31, 2014 and 2015, respectively. Patent Sale Agreements During 2013 and 2014, the Company entered into patent sale agreements with a wholly-owned affiliate of Alibaba Group pursuant to...

  • Page 125
    ... on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets. Goodwill is tested for impairment at the reporting unit level, which is one level below the Company's operating segments. The Company identified U.S. & Canada, Latin America, and Tumblr...

  • Page 126
    ...decline in business conditions in the Middle East and India & Southeast Asia during the latter half of 2014. In 2013, as a result of the annual goodwill impairment test, the Company concluded that the carrying value of the Middle East reporting unit, included in the EMEA reportable segment, exceeded...

  • Page 127
    ..., affiliate, and advertiser related relationships Developed technology and patents Tradenames, trademarks, and domain names Total intangible assets, net (*) $355,568 170,289 67,119 $592,976 $(135,513) (83,380) (26,814) $(245,707) $220,055 86,909 40,305 $347,269 Cumulative foreign currency...

  • Page 128
    ...of deferred tax assets. The Company takes into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which the Company holds equity interests that are accounted for using the equity method. For 2013 and 2014, potentially dilutive securities representing...

  • Page 129
    ...Using The Equity Method Of Accounting The following table summarizes the Company's investments in equity interests using the equity method of accounting as of December 31, 2014 and 2015 (dollars in thousands): December 31, 2014 Percent Ownership December 31, 2015 Percent Ownership Yahoo Japan Other...

  • Page 130
    ... between U.S. GAAP and IFRS did not have any material impact on the Yahoo Japan summarized financial information presented below (in thousands): Twelve Months Ended September 30, 2013 2014 2015 Operating data: Revenue Gross profit Income from operations Net income Net income attributable to...

  • Page 131
    ...the Company recorded its share of the results of Alibaba Group one quarter in arrears within earnings in equity interests in the consolidated statements of operations, including any related tax impacts related to the earnings in equity interest. Technology and Intellectual Property License Agreement...

  • Page 132
    ... total of the after-tax net investment hedge was less than the Yahoo Japan investment balance as of both December 31, 2014 and 2015. As such, the net investment hedge was considered to be effective. Cash Flow Hedges. The Company entered into foreign currency forward contracts designated as cash flow...

  • Page 133
    ... twelve months ended December 31, 2014. The $131 million after tax impact of the gain recorded within other comprehensive income (Loss) was included in accumulated other comprehensive income on the Company's consolidated balance sheets as of December 31, 2014. Foreign currency derivative activity...

  • Page 134
    .... See the Foreign Currency and Derivative Financial Instruments section within Note 1-"The Company and Summary of Significant Accounting Policies" for additional information. Note 10 Credit Agreement The Company's credit agreement with Citibank, N.A., as Administrative Agent entered into on...

  • Page 135
    ... method with an effective interest rate of 5.26 percent per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred...

  • Page 136
    ...stockholders' equity. Note 12 Commitments And Contingencies Lease Commitments. The Company leases office space and data centers under operating and capital lease agreements with original lease periods of up to 15 years which expire between 2016 and 2025. In December 2014, the Company entered into...

  • Page 137
    ...2019, and $31 million will be payable in 2020. Non-cancelable Obligations. The Company is obligated to make payments under various noncancelable arrangements with vendors and other business partners, principally for marketing, bandwidth, co-location, and content arrangements. As of December 31, 2015...

  • Page 138
    ... made by the Company, services to be provided by the Company, intellectual property infringement claims made by third parties or, with respect to the sale, lease, or assignment of assets, or the sale of a subsidiary, matters related to the Company's conduct of the business and tax matters prior to...

  • Page 139
    ... two actions under the caption In re Yahoo! Inc. Securities Litigation and appointed the Pension Trust Fund for Operating Engineers as lead plaintiff. In a consolidated amended complaint filed December 15, 2011, the lead plaintiff purported to represent a class of investors who purchased the Company...

  • Page 140
    ... Holdings, Inc., and Yahoo Hispanic Americas LLC. The complaint alleged claims of breach of contract, breach of promise, and lost profits in connection with various commercial contracts entered into among the parties between 2002 and 2004, relating to a business listings service, and alleged total...

  • Page 141
    ... unspecified damages. The Company and Yahoo! Mexico have filed a motion to dismiss the amended complaint. The Company believes the plaintiffs' claims in this action are without merit. TCPA Litigation Concerning Yahoo Messenger. On March 21, 2014 and April 16, 2014, civil complaints were filed in the...

  • Page 142
    .... These shares were repurchased pursuant to a purchase agreement entered into on July 22, 2013, prior to the market opening for trading in Yahoo stock, and at $29.11 per share, which was the closing price of the Company's common stock on July 19, 2013. The total purchase price for these shares was...

  • Page 143
    ... to the 401(k) Plan. The Company matches employee contributions at a rate of 25 percent, up to the IRS prescribed amount. Both employee and employer contributions vest immediately upon contribution. During 2013, 2014, and 2015, the Company's contributions to the 401(k) Plan amounted to approximately...

  • Page 144
    .... From time to time, the Company also assumes stock-based awards in connection with corporate mergers and acquisitions, which awards become payable in shares of the Company's common stock. Employee Stock Purchase Plan. During the first quarter of 2015, the Company discontinued the offering of the...

  • Page 145
    ... related to continued service of acquired employees, such as holdbacks by Yahoo of shares of Yahoo common stock issued to founders of acquired companies in connection with certain of the Company's acquisitions) are collectively referred to as the "Plans". Stock option activity under the Company...

  • Page 146
    ... an expected life of 4 years in 2013 and 4 years in 2014. In 2015, the Company did not issue new stock options. Options assumed in acquisitions had expected lives of less than 3 years. Assumptions for the Employee Stock Purchase Plan relate to the annual average of the enrollment periods. During the...

  • Page 147
    ... income taxes payable in the current year, they are reported as financing activities in the consolidated statements of cash flows. Performance-Based Executive Incentive Equity Awards CEO 2012 Annual Equity Awards. Marissa A. Mayer, the Company's Chief Executive Officer, received an equity award...

  • Page 148
    ... tranche of each RSU award related to that year's performance goal is treated as a separate annual grant for accounting purposes. The 2015 financial performance metrics (and their weightings) established for the performance RSUs are: GAAP revenue (one-third), revenue ex-TAC (one-third), and adjusted...

  • Page 149
    ..., restructuring charges, net was comprised of the following (in thousands): Year Ended December 31, 2013 2014 2015 Employee severance pay and related costs Non-cancelable lease, contract termination, and other charges Reversals of previous charges Non-cash accelerations of stock-based compensation...

  • Page 150
    ... Company's restructuring accrual activity for the years ended December 31, 2014 and 2015 is summarized as follows (in thousands): Total Accrual balance as of December 31, 2013 Restructuring charges Cash paid Foreign currency translation and other adjustments Accrual Balance as of December 31, 2014...

  • Page 151
    ... The components of income (loss) before income taxes and earnings in equity interests are as follows (in thousands): Years Ended December 31, 2013 2014 2015 United States Foreign Income (loss) before income taxes and earnings in equity interests $538,824 94,459 $633,283 $10,572,290 (59,909) $10...

  • Page 152
    ... by applying the federal statutory income tax rate to income before income taxes and earnings in equity interests as follows (in thousands): Years Ended December 31, 2013 2014 2015 Income tax at the U.S. federal statutory rate of 35 percent $ 221,648 State income taxes, net of federal benefit Stock...

  • Page 153
    ... the three months ended March 31, 2015, the Company satisfied the $3.3 billion income tax liability related to the sale by Yahoo! Hong Kong Holdings Limited, our wholly-owned subsidiary, of Alibaba Group ADSs in the Alibaba Group IPO on September 24, 2014. As of December 31, 2015 the Company accrued...

  • Page 154
    ... the 2012 repatriation. As of December 31, 2015, the Company does not anticipate a repatriation of its undistributed foreign earnings of approximately $3.3 billion. Those earnings are principally related to its equity method investment in Yahoo Japan. If these earnings were to be repatriated in the...

  • Page 155
    ...developments on its current and prior fiscal years. The Company is in various stages of examination and appeal in connection with its taxes both in the U.S. and in foreign jurisdictions. Those audits generally span tax years 2005 through 2014. As of December 31, 2015, the Company's 2011 through 2013...

  • Page 156
    ... 31, 2013, 2014, and 2015. Management believes that the terms of the agreements with these related parties are comparable to the terms obtained in arm's-length transactions with unrelated similarly situated customers of the Company. See Note 8-"Investments in Equity Interests Accounted for Using...

  • Page 157
    ... 647,885 4,968,301 Direct costs for each segment include costs associated with the local sales teams and other cost of revenue. Global operating costs include product development, marketing, real estate workplace, general and administrative, and other corporate expenses that are managed on a global...

  • Page 158
    ..., net. Cost of revenue-other consists of bandwidth costs and other expenses associated with the production and usage of Yahoo Properties, including content expense and amortization of acquired intellectual property rights and developed technology. Years Ended December 31, 2013 2014 2015 Capital...

  • Page 159
    ..., the Company pays Microsoft serving costs but not a revenue share. In other cases and with respect to the Volume Commitment, the Revenue Share Rate applies. Previously under the Search Agreement, Yahoo had sales exclusivity for both the Company's and Microsoft's premium advertisers. Pursuant...

  • Page 160
    ... million related to impairment costs. The Company estimates that it will incur a total of $64 million to $78 million in pre-tax charges, as discussed above, in connection with the planned action. The Company expects to recognize most of the pre-tax charges in the first quarter of 2016. Approximately...

  • Page 161
    ... $ (7,364) $(11,156) $ (9,089) Charged (Credited) to Other Accounts(*) $35,549 $39,799 $57,503 Balance at Beginning of Year Charged (Credited) to Expenses Balance at End of Year (In thousands) Deferred tax asset valuation allowance 2013 2014 2015 (*) $51,503 $36,690 $23,853 $ (4,595) $(10,427...

  • Page 162
    Selected Quarterly Financial Data (Unaudited) Quarters Ended March 31, 2014(1) June 30, 2014(2) September 30, 2014(3) December 31, 2014(4) March 31, 2015(5) June 30, 2015(6) September 30, 2015(7) December 31, 2015(8) (In thousands, except per share amounts) Revenue Total operating expenses Income ...

  • Page 163
    ...of the Hortonworks warrants, asset impairment charge of $42 million related to the acquired and originally developed content, and net restructuring charges of $26 million. Net loss attributable to Yahoo! Inc. for the quarter ended December 31, 2015 includes goodwill impairment charge of $4.5 billion...

  • Page 164
    ...the degree of compliance with the policies or procedures may deteriorate. The Company's independent registered public accounting firm has issued an attestation report regarding its assessment of the Company's internal control over financial reporting as of December 31, 2015, which appears on page 85...

  • Page 165
    ... year ended December 31, 2015. In addition, the Board has adopted a code of ethics, which is posted on the Company's website at investor.yahoo.net. The code of ethics may be found as follows: from the web address listed above, first click on "Corporate Governance" in the middle of the page, then...

  • Page 166
    Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to Yahoo's Proxy Statement for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2015. PART IV Item ...

  • Page 167
    ... of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of February 2016. YAHOO! INC. By: /S/ KEN GOLDMAN Ken Goldman Chief Financial Officer Power of Attorney KNOW ALL PERSONS BY...

  • Page 168
    ... Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of July 14, 2014 (previously filed as Exhibit 2.4 to the Registrant's Current Report on Form 8-K filed July 15, 2014 and incorporated herein by...

  • Page 169
    ... filed June 27, 2014 and incorporated herein by reference). Form of Stock Option Agreement, including Notice of Stock Option Grant, under the Yahoo! Inc. Stock Plan (previously filed as Exhibit 10.2(B) to the Registrant's Quarterly Report on Form 10-Q filed August 8, 2013 and incorporated herein by...

  • Page 170
    ....14(A)†Letter Agreement, dated July 29, 2009, between the Registrant and Microsoft 10.14(B)†Search and Advertising Services and Sales Agreement, dated December 4, 2009, between the Registrant and Microsoft Corporation (previously filed as Exhibit 10.18(B) to the Registrant's Annual Report on...

  • Page 171
    ...14(M)†Ninth Amendment to Search and Advertising Services and Sales Agreement, dated as of June 27, 2013, by and between the Registrant and Microsoft Corporation (previously filed as Exhibit 10.16(M) to the Registrant's Quarterly Report on Form 10-Q filed August 8, 2013 and incorporated herein by...

  • Page 172
    ... Number Description 10.14(N)†Tenth Amendment to Search and Advertising Services and Sales Agreement, effective as of March 23, 2015, by and between the Registrant and Microsoft Corporation (previously filed as Exhibit 10.13(N) to the Registrant's Quarterly Report on Form 10-Q filed May 7, 2015...

  • Page 173
    Exhibit Number Description 10.16(D)+ Performance Stock Option Agreement (Retention Grant), including Notice of Grant, dated November 29, 2012, between the Registrant and Marissa A. Mayer (previously filed as Exhibit 10.21(D) to the Registrant's Annual Report on Form 10-K filed March 1, 2013 and ...

  • Page 174
    ... herein by reference). Google Services Agreement, dated October 19, 2015, by and between the Registrant and Google Inc. Employment Offer Letter, dated October 19, 2014, between the Registrant and Lisa Utzschneider. List of Subsidiaries. Consent of Independent Registered Public Accounting Firm. Power...

  • Page 175
    ... Presentation * Filed herewith. ** Furnished herewith. + Indicates a management contract or compensatory plan or arrangement. †Portions of this exhibit have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment. 171

  • Page 176
    ... control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the...

  • Page 177
    ... Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ken Goldman, certify that: 1. 2. I have reviewed this Form 10-K of Yahoo! Inc.; Based on my knowledge, this report does...

  • Page 178
    ...of 2002 In connection with the Annual Report on Form 10-K of Yahoo! Inc. (the "Company") for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Marissa A. Mayer, as Chief Executive Officer of the Company, and Ken Goldman, as Chief...

  • Page 179
    ..., CA 95110 Transfer Agent Computershare Trust Company, N.A. P.O. Box 30170 College Station, TX 77842-3170 www.computershare.com/investor 877-373-6374 Yahoo Investor Relations investor.yahoo.net A copy of this report can be found online at yahoo2015.tumblr.com along with additional digital content...

  • Page 180
    YAHOO2015.TUMBLR.COM