Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: July 11, 2001


YAHOO! INC
(Exact name of registrant as specified in its charter)

0-26822
(Commission File Number)

DELAWARE   77-0398689
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)

701 FIRST AVE.
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices, with zip code)

(408) 349-3300
(Registrant's telephone number, including area code)




Item 5.  Other Events

    On July 11, 2001, Yahoo! Inc., a Delaware corporation ("Yahoo!"), announced its financial results for the fiscal quarter ended June 30, 2001. A copy of Yahoo!'s press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein. The press release filed as an exhibit to this report includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements about the Company's business contained in the press release are "forward-looking" rather than "historic." The press release also states that a more thorough discussion of certain factors which may affect the Company's operating results is included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001 which are on file with the Securities and Exchange Commission and available at the Securities and Exchange Commission's website (http://www.sec.gov), and will also be included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 to be filed with the Securities and Exchange Commission in the near future.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)  Exhibits.  



SIGNATURES

    Pursuant to the requirements 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.

    YAHOO! INC.

Date: July 12, 2001

 

By:

 

/s/ 
SUSAN DECKER   
Susan Decker
Senior Vice President, Finance and
Administration, and Chief Financial Officer


YAHOO! INC.

INDEX TO EXHIBITS

Exhibit Number
  Description
99.1   Press Release dated July 11, 2001.



QuickLinks

SIGNATURES
INDEX TO EXHIBITS
Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

    FOR IMMEDIATE RELEASE


Yahoo! Reports Second Quarter 2001 Financial Results

    SUNNYVALE, Calif.—July 11, 2001—Yahoo! Inc. (Nasdaq: YHOO) today reported net revenues totaling $182,165,000 for the second quarter ended June 30, 2001, compared to net revenues of $272,950,000 for the second quarter of 2000. Pro-forma net income for the quarter ended June 30, 2001 was $8,709,000 or $0.01 per share diluted (1). This compares to pro-forma net income of $69,146,000 or $0.11 per share diluted for the comparable period in the previous year (1). The actual net loss for the second quarter ended June 30, 2001, which includes $45,450,000 of restructuring and acquisition-related charges, was $48,524,000 or $0.09 per share diluted, compared to actual net income of $53,331,000 or $0.09 per share diluted reported in the comparable period of the previous year.

    During the quarter, Yahoo!'s leadership position among online users was evidenced by the company's strong consumer metrics. Yahoo!'s global network of essential services continues to be No. 1 worldwide in terms of unique users, reach, and time spent (Nielsen//NetRatings, May 2001). The total number of unique users grew to 200 million during June 2001, compared to 156 million in June 2000. In addition, a record 71 million active registered members logged onto Yahoo! ® during June 2001. The company's traffic increased to a record 1.2 billion page views per day on average during June 2001. Yahoo! Japan and Yahoo! Europe's traffic, which is included in these page view totals, increased to more than 165 million and 67 million page views per day on average in June 2001, respectively. According to Nielsen//NetRatings, worldwide consumers spent an average of 63 minutes on the Yahoo! network, up from 47 minutes in the previous quarter.

    "After two months of being at Yahoo! and delving into the business, I believe more than ever that Yahoo! has an incredibly strong foundation upon which to build. There is a huge financial and strategic opportunity represented by our enormous base of consumers," said Terry Semel, Yahoo!'s chairman and CEO. "There is no single event that will transform this company. Rather, it will be a series of events starting this quarter that will demonstrate Yahoo!'s momentum and progress. In order to strengthen and grow the business, we will pursue partnerships and joint ventures with major corporations, make acquisitions, and continue to innovate and develop new services."

    "As the global Internet site with the most engaged and loyal audience, we are the platform of choice for advertisers, marketers and corporate customers around the world," said Jeff Mallett, Yahoo!'s president and chief operating officer. "One of our key areas of focus over the next year is the development of deeper, personalized premium services in the key vertical areas that best meet the needs of our loyal consumers and business partners."

Management Transition and Hiring Update

    In a separate announcement today, Yahoo! said it appointed four new senior executives to its worldwide management team. Mark Opzoomer has been named the managing director and regional vice president of Yahoo! Europe. Allan Kwan has joined Yahoo! as the new regional vice president and managing director of Yahoo!'s North Asia operations, and S.I. Lee will head Yahoo! Korea's business operations. Opzoomer, Kwan and Lee will report to Jeff Mallett. Also, John Glascott has joined Yahoo! as the regional vice president of sales for the Eastern United States, reporting to Greg Coleman, executive vice president of North American operations.


(1)
Pro-forma net income and net income per share calculations for all 2001 and 2000 periods exclude acquisition-related and restructuring charges, amortization of intangibles and stock compensation, employer payroll taxes on gains realized by employees from non-qualified stock option exercises, derivative and impairment gains and losses from certain assets, income related to a contract termination fee, and gains or losses from the exchanges or sales of certain equity investments.

    "I have been at Yahoo! for two months now and have spent a significant amount of time getting to know all the members of the management team; I am extremely impressed with their abilities, knowledge and skills," said Semel. "This group of talented and committed individuals should be credited for their willingness to embrace change, seize opportunity and execute quickly. I'm pleased that we have been able to extend this quality of management to our new appointments."

Company's Business Outlook

    "Through financial discipline, we delivered second quarter financial results that demonstrate our ability to successfully maintain the balance between containing near-term expenses and investing in our future businesses," said Susan Decker, chief financial officer, Yahoo!. "As we continue to improve the quality of our customer base and forge ahead, we will prioritize and focus our investments in areas that will drive profitability and sustainable long-term growth."

    The company's business outlook for the third quarter 2001 and the full year 2001 considers a continuation of current economic trends, normal seasonal media spending trends, and assumes that the pending acquisition of LAUNCH Media, Inc. closes in the third quarter. The company is reiterating the full year 2001 revenue and pro-forma earnings guidance that was provided during our last quarterly earnings release on April 11, 2001. More specifically, the company's expense budgets are based on revenues coming in between $160 and $180 million for the third quarter 2001, and $700 to $775 million for the full year 2001. For the full year 2001, revenues from business and premium services are expected to approach 20 percent of total revenue.

    Yahoo! expects pro-forma earnings before interest, depreciation and amortization (EBITDA) for the third quarter 2001 to range from a $5 million loss to a $10 million profit. The company also expects pro-forma earnings per share (EPS) for the third quarter 2001 to be approximately breakeven. For the full year 2001, pro-forma EBITDA are expected to be between breakeven and $50 million. The company expects pro-forma EPS in the range of $0.02 to $0.06 for the full year 2001.

    The company expects capital expenditures to be approximately $25 to $30 million in the third quarter 2001 and $110 to $120 million for the full year 2001. Charges related to amortization are expected to be approximately $15 million in the third quarter and $60 million for the full 2001 year. Yahoo! also expects depreciation to be approximately $18 million in the third quarter and $70 million for fiscal year 2001. The pro-forma tax rate for the company is expected to be 48 percent for the full year 2001.

    The Business Outlook for the company will be available on the company's Investor Relations Web site throughout the current quarter. It is currently expected the Business Outlook will not be updated until the release of Yahoo!'s next quarterly earnings announcement; however, Yahoo! reserves the right to update its Business Outlook at any time for any reason.

Quarterly Conference Call

    Yahoo! will host a conference call today to discuss first quarter results at 5:00 p.m. Eastern Time. A live Webcast of the conference call can be accessed at http://webevents.broadcast.com/yahoo/071101. In addition, a replay of the call will be available for 48 hours following the conference call and can be accessed through the "Conference Calls" area of the company's Investor Relations Web site at www.yahoo.com/info/investor, or by calling (800) 633-8284, reservation No. 16498857.

2


About Yahoo!

    Yahoo! Inc. is a leading global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 200 million individuals each month worldwide. As the first online navigational guide to the Web, www.yahoo.com is the leading guide in terms of traffic, advertising, household and business user reach. Yahoo! is the No. 1 Internet brand globally and reaches the largest audience worldwide. The company also provides online business and enterprise services designed to enhance the productivity and Web presence of Yahoo!'s clients. These services include Corporate Yahoo!, a popular customized enterprise portal solution; audio and video streaming; store hosting and management; and Web site tools and services. The company's global Web network includes 24 World properties. Headquartered in Sunnyvale, Calif., Yahoo! has offices in Europe, Asia, Latin America, Australia, Canada and the United States.

    This press release and its attachments contain forward-looking statements that involve risks and uncertainties concerning Yahoo!'s expected financial performance (as described without limitation in the Business Outlook section and quotations from management in this press release), as well as Yahoo!'s strategic and operational plans. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the slower spending environment for advertising sales; the actual increases in demand by customers for Yahoo!'s premium and corporate services; the ability to successfully change the customer mix among Yahoo!'s advertising customers; general economic conditions; the ability to adjust to changes in personnel, including management changes; and the dependence on third parties for technology, content and distribution. All information set forth in this release and its attachments is as of July 11, 2001, and Yahoo! undertakes no duty to update this information. More information about potential factors that could affect the company's business and financial results is included in the company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2000 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, including (without limitation) under the captions, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are on file with the Securities and Exchange Commission (SEC). Additional information will also be set forth in those sections in Yahoo!'s quarterly report on Form 10-Q for the three-month period ended June 30, 2001 which will be filed with the SEC in the near future.

# # #

Yahoo!, Corporate Yahoo!, and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their respective owners.

Media Relations Contacts:
Nissa Anklesaria, Yahoo! Inc., (408) 349-7738, nissa@yahoo-inc.com
Nicole Waddell, Fleishman-Hillard, (415) 356-1037, waddelln@fleishman.com

Investor Relations Contacts:
Andrea Klipfel, Yahoo! Inc., (408) 349-3402, andrea@yahoo-inc.com
Cathy Larocca, Yahoo! Inc., (408) 349-5188, cathy@yahoo-inc.com

3


Yahoo! Inc.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2001
  2000
  2001
  2000
 
Net revenues   $ 182,165   $ 272,950   $ 362,380   $ 503,757  
Cost of revenues     40,559     38,006     79,102     71,057  
   
 
 
 
 
  Pro forma gross profit     141,606     234,944     283,278     432,700  
   
 
 
 
 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Sales and marketing     99,518     100,337     205,936     179,236  
  Product development     30,990     24,640     61,326     46,360  
  General and administrative     19,827     16,579     38,958     30,595  
   
 
 
 
 
    Total operating expenses     150,335     141,556     306,220     256,191  
   
 
 
 
 

Pro forma income (loss) from operations

 

 

(8,729

)

 

93,388

 

 

(22,942

)

 

176,509

 

Other income, net

 

 

25,244

 

 

20,329

 

 

53,926

 

 

36,635

 
Minority interests in operations of consolidated subsidiaries     233     (2,191 )   462     (4,028 )
   
 
 
 
 
Pro forma income before income taxes     16,748     111,526     31,446     209,116  

Provision for income taxes

 

 

8,039

 

 

42,380

 

 

15,094

 

 

79,464

 
   
 
 
 
 
Pro forma net income   $ 8,709   $ 69,146   $ 16,352   $ 129,652  
   
 
 
 
 
Pro forma net income per share—diluted   $ 0.01   $ 0.11   $ 0.03   $ 0.21  
   
 
 
 
 
Shares used in per share pro forma calculation—diluted     596,371     613,615     596,455     615,111  
   
 
 
 
 

 
Supplemental Financial Data                          
Pro forma EBITDA(1)   $ 7,500   $ 100,656   $ 8,358   $ 185,729  
Pro forma after tax cash earnings(2)   $ 25,148   $ 77,151   $ 47,978   $ 142,022  
Pro forma after tax cash earnings per share—diluted   $ 0.04   $ 0.13   $ 0.08   $ 0.23  

 

Notes: All notes are in thousands.

The above unaudited pro forma condensed consolidated statements of operations are not a presentation in accordance with generally accepted accounting principles as they exclude the effects of the following:

The above also assumes 48% and 38% effective tax rates for the pro forma presentation of the periods ended June 30, 2001 and 2000, respectively.

(1)
Defined as income (loss) from operations before depreciation and amortization, stock compensation expense, and acquisition-related and restructuring charges.

(2)
Defined as pro forma net income before depreciation but after payroll taxes on option exercises.

Yahoo! Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2001
  2000
  2001
  2000
 
Net revenues   $ 182,165   $ 272,950   $ 362,380   $ 503,757  

Cost of revenues

 

 

40,559

 

 

38,006

 

 

79,102

 

 

71,057

 
Amortization of purchased technology     933     2,094     3,026     4,188  
   
 
 
 
 
  Total cost of revenues     41,492     40,100     82,128     75,245  
   
 
 
 
 
  Gross profit     140,673     232,850     280,252     428,512  
   
 
 
 
 
Operating expenses:                          
  Sales and marketing     99,518     100,337     205,936     179,236  
  Product development     30,990     24,640     61,326     46,360  
  General and administrative     19,827     16,579     38,958     30,595  
  Payroll taxes on option exercises(1)     437     1,940     680     8,290  
  Stock compensation expense     3,642     5,681     7,057     12,200  
  Amortization of intangibles     14,643     4,755     27,447     8,817  
  Restructuring costs     40,700         40,700      
  Acquisition-related costs(2)     4,750         4,750     415  
   
 
 
 
 
    Total operating expenses     214,507     153,932     386,854     285,913  
   
 
 
 
 
Income (loss) from operations     (73,834 )   78,918     (106,602 )   142,599  

Other income, net(3)

 

 

26,490

 

 

18,874

 

 

49,766

 

 

75,836

 
Minority interests in operations of consolidated subsidiaries     233     (2,191 )   462     (4,028 )
   
 
 
 
 
Income (loss) before income taxes     (47,111 )   95,601     (56,374 )   214,407  

Provision for income taxes

 

 

1,413

 

 

42,270

 

 

3,636

 

 

93,477

 
   
 
 
 
 
Net income (loss)   $ (48,524 ) $ 53,331   $ (60,010 ) $ 120,930  
   
 
 
 
 
Net income (loss) per share—diluted   $ (0.09 ) $ 0.09   $ (0.11 ) $ 0.20  
   
 
 
 
 
Shares used in per share calculation—diluted     569,768     613,615     567,608     615,111  
   
 
 
 
 

Notes: All notes are in thousands.

(1)
Represents employer payroll taxes assessed on stock option gains realized by employees.

(2)
During the quarter ended June 30, 2001, acquisition-related charges of $4,750 were attributable to incremental costs incurred in the merger with eGroups. During the quarter ended March 31, 2000, acquisition-related charges of $415 were attributable to the merger with Arthas.com.

(3)
During the quarter ended June 30, 2001, other income includes investment losses of $43 related to the sale of certain equity investments, goodwill amortization related to the Yahoo! Japan equity investment of $1,786, derivative gains of $6,650, and impairment losses of $3,575. During the quarter ended March 31, 2001, other income includes income of $9,000 related to a contract termination fee, investment gains of $3,017 related to the sale of certain equity investments, goodwill amortization related to the Yahoo! Japan equity investment of $1,786, and derivative and impairment losses of $15,637. During the quarter ended June 30, 2000, other income includes goodwill amortization related to the Yahoo! Japan equity investment of $1,455. During the quarter ended March 31, 2000, other income includes a $40,656 gain from the exchange of certain equity investments.

Yahoo! Inc.

Unaudited Consolidated Summary Balance Sheet Data

(in thousands)

 
  June 30,
2001

  December 31,
2000

ASSETS            
  Cash, cash equivalents, and investments in marketable debt securities   $ 1,750,215   $ 1,688,666
  Accounts receivable, net     62,186     90,561
  Property and equipment, net     136,500     109,781
  Investments in marketable equity securities     47,717     87,545
  Other assets, net     423,951     293,023
   
 
    Total assets   $ 2,420,569   $ 2,269,576
   
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 
Liabilities:            
  Accounts payable   $ 14,467   $ 26,040
  Accrued expenses and other liabilities     242,487     200,144
  Deferred revenue     119,455     117,165
   
 
    Total liabilities     376,409     343,349

Minority interests in consolidated subsidiaries

 

 

28,852

 

 

29,313
Stockholders' equity     2,015,308     1,896,914
   
 
    $ 2,420,569   $ 2,269,576
   
 

Yahoo! Inc.

Unaudited Consolidated Summary Cash Flows Data

(in thousands)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2001
  2000
  2001
  2000
 
CASH FLOWS FROM OPERATING ACTIVITIES:                          
  Net income (loss)   $ (48,524 ) $ 53,331   $ (60,010 ) $ 120,930  
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                          
    Depreciation and amortization     32,242     16,057     62,453     30,515  
    Tax benefits from stock options     1,105     37,189     3,163     84,816  
    Noncash restructuring costs     11,659         11,659      
    Other noncash items     (380 )   7,886     17,829     (24,428 )
    Change in working capital     (1,706 )   13,068     30,355     45,509  
   
 
 
 
 
Net cash provided by (used in) operating activities     (5,604 )   127,531     65,449     257,342  
   
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:                          
  Acquisition of property and equipment, net of proceeds from disposals     (13,601 )   (27,246 )   (55,056 )   (43,047 )
  Purchases of equity securities     (1,530 )   (16,430 )   (9,030 )   (47,790 )
  Sales of equity securities     4,617         11,903      
  Acquisitions, net of cash acquired         1,169     (9,771 )   2,726  
   
 
 
 
 
Net cash used in investing activities     (10,514 )   (42,507 )   (61,954 )   (88,111 )
   
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES AND OTHER:                          
  Proceeds from issuance of Capital Stock, net     37,452     76,658     53,947     201,340  
  Other     3,492     90     4,107     2,521  
   
 
 
 
 
Net cash provided by financing activities and other     40,944     76,748     58,054     203,861  
   
 
 
 
 
Net change in cash, cash equivalents, and marketable debt securities     24,826     161,772     61,549     373,092  
Cash, cash equivalents, and marketable debt securities at beginning of period     1,725,389     1,215,621     1,688,666     1,004,301  
   
 
 
 
 
Cash, cash equivalents, and marketable debt securities at end of period   $ 1,750,215   $ 1,377,393   $ 1,750,215   $ 1,377,393  
   
 
 
 
 


Yahoo! Inc.
Second Quarter 2001 Operating Highlights
July 11, 2001

    During the second quarter of 2001, Yahoo! achieved strong growth of the Yahoo! brand, audience, services and customers and continued to add leadership to its management team with several key new hires.

Management Team

Audience Growth, Usage and Loyalty


The Yahoo! Brand

Consumer Services

    During the second quarter, Yahoo! continued to build the Internet's leading global consumer and business services company by expanding and delivering a broad and deep array of essential content, commerce and communications services for the world's largest Internet audience.

Media and Entertainment

2


Commerce

3


4


Communications

Mobilization and Distribution

5


Business and Enterprise Services

6


Interactive Marketing and Merchant Services

# # #

Yahoo!, Corporate Yahoo!, My Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their respective owners.

7




QuickLinks

Yahoo! Reports Second Quarter 2001 Financial Results
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Unaudited Condensed Consolidated Statements of Operations
Unaudited Consolidated Summary Balance Sheet Data
Unaudited Consolidated Summary Cash Flows Data
Second Quarter 2001 Operating Highlights