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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: October 11, 2000

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

0-26822
(Commission File Number)

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

3420 Central Expressway
Santa Clara, California 95051

(Address of principal executive offices, with zip code)

(408) 731-3300
(Registrant's telephone number, including area code)



Item 5. Other Events

    On October 10, 2000, Yahoo! Inc., a Delaware corporation ("Yahoo!"), announced its financial results for the three month and nine month periods ended September 30, 2000. 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, 1999, the Company's Current Report on Form 8-K/A filed on September 22, 2000 and the Company's quarterly report on Form 10-Q for the three month and six month periods ended June 30, 2000 which are on file with the Securities and Exchange Commission and available at the Securities and Exchange Commission's website (http://www.sec.gov).

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: October 11, 2000
 
 
 
By:
 
 
 
/s/ 
SUSAN L. DECKER   
Susan L. Decker
Senior Vice President, Finance and Administration, and Chief Financial Officer


YAHOO! INC.
INDEX TO EXHIBITS

Exhibit
Number

  Description

99.1   Press Release dated October 10, 2000.


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SIGNATURES
YAHOO! INC. INDEX TO EXHIBITS
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE

Yahoo! Reports Third Quarter 2000 Financial Results

Company Posts $295.5 Million in Revenues and $81 Million in Pro Forma Net Income

    SANTA CLARA, Calif.—Oct. 10, 2000—Yahoo! Inc. (Nasdaq: YHOO) today reported net revenues totaling $295,548,000 for the third quarter ended Sept. 30, 2000, compared to net revenues of $155,863,000 for the third quarter ended Sept. 30, 1999, an increase of 90 percent. Pro forma net income for the quarter was $81,090,000 or $0.13 per share diluted, excluding acquisition-related charges, amortization of intangibles and stock compensation, employer payroll taxes on gains realized by employees from non-qualified stock option exercises, and gains from the exchanges of certain equity investments. This compares to pro forma net income of $38,485,000 or $0.06 per share diluted for the comparable period in the previous year. Including acquisition-related charges, amortization of intangibles and stock compensation, and employer payroll taxes on non-qualified options, net income for the third quarter ended Sept. 30, 2000 was $47,665,000 or $0.08 per share diluted, compared to a net income for the third quarter ended Sept. 30, 1999, of $11,073,000, or $0.02 per share diluted.

    "The global Yahoo! franchise is stronger today than ever before, and this is reflected in our performance this quarter—our 16th consecutive quarter of profitability on a pro forma basis before acquisitions," said Tim Koogle, chairman and CEO of Yahoo!. "Once again, we exceeded expectations for financial performance by posting record revenues, operating profit and cash flow. We made significant progress in all areas of strategic focus and extended our services to more of the world's largest advertisers. Going forward, we remain focused on extending our strong leadership position and capturing market share through our key growth areas."

    "Yahoo! content and services have become an increasingly essential part of people's daily lives—our active registered users interact with more Yahoo! services, spend more time, consume more pages, and purchase more products and services," said Jeff Mallett, Yahoo!'s president and chief operating officer. "We also continue to deliver essential services for business partners and clients, who continue to turn to Yahoo! for customized and comprehensive marketing and business solutions. As we move forward into the fourth quarter, we will focus on our key growth areas in order to provide our customers and consumers with the most powerful and valuable suite of services available in the marketplace."

    Yahoo! today also announced that Edward Kozel has joined its Board of Directors. Kozel is currently a managing partner of Open Range Ventures, a private venture capital firm. He is a member of the Board of Directors of Cisco Systems, Inc., where he worked for 11 years in a variety of roles. During his tenure at Cisco, Kozel founded the business development group, which, under his direction, was responsible for more than 22 technology acquisitions and 25 minority investments.

Audience Growth, Loyalty and Usage

    During the third quarter, Yahoo!® once again emerged as the world's leading global, branded Web network and the platform of choice for a vast loyal audience with more than 166 million unique users worldwide during September including Yahoo! Japan. Yahoo!'s cumulative registrations for member services grew to a record 185 million, up from 155 million in June. According to Nielsen//NetRatings (August 2000), the Yahoo! network reached 60.6 percent of the combined U.S. home/work audience, and is ranked No. 1 among work users (68.4 percent reach) and No. 2 among home users (53.6 percent reach).

    The amount of time spent by consumers on Yahoo! continues to grow. Yahoo! is ranked No. 1 among the top five Web sites in average combined time spent by home and work users, which was 98


minutes (Nielsen//NetRatings, August 2000). And, according to Media Metrix's latest research, Yahoo! is ranked No. 1 in month-to-month visitor retention (79.2 percent) among the top six Web sites (June-July 2000). Yahoo! also emerged as the No. 1 Web network in Europe and Japan (Media Metrix, August 2000).

    Yahoo! has continuously anticipated and delivered the services that people seek on the Web, and has over time become an increasingly essential part of individuals' daily lives. As a result, the company achieved record levels across key metrics during the third quarter:

    Throughout the quarter, Yahoo! continued to expand the extensive array of content and services it offers consumers worldwide. The company completed its acquisition of eGroups, Inc., an email group communication service company, to provide Yahoo!'s community of 166 million consumers powerful new ways to communicate one-to-one, one-to-many and many-to-many.

    Yahoo! also made significant progress in five key growth areas: mobile services, rich media and voice services, enabling commerce transactions, business and enterprise services, and globalization.

Mobile Services

    During the quarter Yahoo! further expanded its wireless distribution channels worldwide and continued to deliver its popular programming and communications services to the growing numbers of Internet users accessing the Web through mobile devices. Yahoo! welcomed 13 new network and device partners, bringing its total number of wireless alliances to 37 companies in 21 countries. New wireless agreements signed during the third quarter include Mitsubishi in 14 countries throughout Europe and Asia; France Telecom in France; Optus Mobile in Australia and New Zealand; Cosmote in Greece; DiGi Telecommunications in Malaysia; and more.

Rich Media and Voice Services

    Yahoo! continued to extend its audio, video, voice, and digital content and services during the third quarter and continued to see strong consumer usage growth of voice-enabled and rich media services. The company today launched several new free voice-enabled services, including Yahoo! By Phone, which provides access to popular My Yahoo!® content over the telephone. Yahoo! Mail now incorporates voice telephony, which allows users to listen to their email over the phone. And, an

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updated version of Yahoo! Messenger gives consumers the ability to place PC-to-phone calls to anywhere within the continental United States.

    In digital music, Yahoo! entered a license agreement with the Recording Industry Association of America for music performances broadcast by Yahoo! on some of the Web's most popular broadcast destinations, including Yahoo! Radio and Yahoo! Broadcast. Yahoo! also entered into a comprehensive agreement with the NFL to broadcast, for the first time, live game audio for more than 90 percent of this season's NFL games. In addition, the NBA, the WNBA, and Yahoo! entered a multi-faceted global relationship, including NBA and WNBA content distribution, commerce and communications initiatives incorporated into Yahoo!'s branded network, and Yahoo! sponsorship of NBA's and WNBA's media and promotions. Yahoo! sponsored and broadcasted the Macy's Passport 2000 charity fashion show and is broadcasting the live presidential debates of 2000.

Enabling Commerce Transactions

    Yahoo! Shopping, the No. 2 shopping destination on the Web (MediaMetrix, August 2000 custom report), continued to grow during the third quarter as leading brand name retailers continue to rely upon it as an essential part of their online business. Merchants joining or renewing commerce agreements with Yahoo! in the third quarter include Barnes & Noble, Costco, Dell, FAO Schwarz, Hewlett-Packard, Kodak, Ritz Camera, Spiegel, and Visa. Yahoo! also launched co-branded, free Internet services with leading retail brands Barnes & Noble and Costco.

    Yahoo! continued to enhance its suite of commerce solutions and financial services throughout the third quarter. Through the acquisition of Arthas.com and in cooperation with CIBC National Bank, Yahoo! launched Yahoo! Pay Direct, an online person-to-person payment solution, which is tightly integrated into Yahoo! Auctions. Yahoo! also delivered online account aggregation, providing centralized access to personal financial data on Yahoo! from more than 200 financial institutions through VerticalOne. Yahoo! Finance, the No. 1 ranked financial site on the Web (MediaMetrix, August 2000 custom report), also began offering free real-time ECN quotes through relationships with Instinet, Island and Archipelago.

Business and Enterprise Services

    Corporate Yahoo!™, a customized enterprise information portal solution, continued to attract new clients during the quarter, including Applied Materials, Honeywell, Intellinex (a venture of Ernst & Young LLP) and The TCW Group (Trust Company of the West). These companies join Alcatel, Inktomi, Network Appliance, the state of North Carolina, and others as customers licensing Corporate Yahoo!. The state of North Carolina's site based on Corporate Yahoo! has already earned Government Technology magazine's "Best of the Web" award for 2000.

    In addition, Yahoo! hosted and distributed 1,055 streamed audio and video corporate events during the quarter including key new broadcast services accounts such as Proctor & Gamble, Samsung Electronics, Schering-Plough, Trans World Airlines and United Steelworkers of America.

Globalization

    Yahoo! further demonstrated its commitment to delivering relevant programming and services to a global audience by deepening the offerings across its global network of 24 World sites. During the third quarter, Yahoo! expanded more of its popular communication and commerce services throughout Europe, Asia and the Americas, including Yahoo! Clubs in 10 countries, Yahoo! Invites in 12 countries, and Yahoo! Shopping in several Asian countries and Spain. Yahoo! also continues to support growth of the global Internet market by making investments in key media and distribution outlets around the world such as Mingpao.com, an online affiliate of one of the leading media companies in Hong Kong, the Ming Pao Group; and PhoenixNet, a leading Asia Pacific satellite broadband enabler.

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Interactive Marketing Services

    During the quarter, Yahoo! continued to develop comprehensive, customized and integrated marketing solutions through Fusion Marketing. Yahoo! served 3,450 advertisers and merchants during the third quarter, including more than 1,400 clients outside the United States. Yahoo! launched innovative offline and online promotions with Pepsi and 7-Eleven. New accounts and major traditional brands served in the third quarter include Bank One, Barnes & Noble, Costco, Home & Garden Television, Instinet, Neiman Marcus, NetLedger, OxygenMedia, Polaroid, Publishers Clearing House, ReplayTV, 7-Eleven, 3M, T.J. Maxx, Trans World Airlines, United Airlines, and Xerox.

About Yahoo!

    Yahoo! Inc. is a global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 166 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, and is one of the most recognized brands associated with the Internet. The company also provides online business services designed to enhance the Web presence of Yahoo!'s clients, including audio and video streaming, store hosting and management, and Web site tools and services. The company's global Web network includes 24 World properties. Yahoo! has offices in Europe, the Asia Pacific, Latin America, Canada and the United States, and is headquartered in Santa Clara, Calif.

    This announcement contains forward-looking statements that involve risks and uncertainties, including those relating to the company's ability to grow its user and advertiser bases, its advertising and commerce revenues, and the company's ability to continue to generate profits and positive cash flow from operations. 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 increasingly competitive and constantly changing environment for advertising sales and for Yahoo! branded services; uncertainties associated with the Web as an advertising and commerce medium; the company's dependence on advertising revenues and on third parties for technology, content, and distribution; and the company's ability to successfully integrate its acquired companies. Many of the electronic commerce transactions described in this release do not result in revenues to Yahoo!. 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 year ended Dec. 31, 1999, the company's current report on Form 8-K/A filed on Sept. 22, 2000, and Yahoo!'s quarterly report on Form 10-Q for the three-month and six-month periods ended June 30, 2000, including (without limitation) under the captions, "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Competition," "Proprietary Rights," and "Risk Factors," which are on file with the Securities and Exchange Commission (http://www.sec.gov). Additional information will also be set forth in those sections in Yahoo!'s quarterly report on Form 10-Q for the three-month and nine-month periods ended Sept. 30, 2000, which will be filed with the Securities and Exchange Commission in the near future. The accompanying condensed consolidated statements of operations and balance sheets are an integral part of this announcement.

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

# # #

Contacts:

Diane Hunt, Corporate Communications, Yahoo!, (408) 731-3441, diane@yahoo-inc.com
Andrea Klipfel, Investor Relations, Yahoo!, (408) 731-3402, investor_relations@yahoo-inc.com

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Yahoo! Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

 
  Three Months Ended September 30,

  Nine Months Ended September 30,

 
 
  2000
  1999
  2000
  1999
 
Net revenues   $ 295,548   $ 155,863   $ 799,305   $ 388,638  
Cost of revenues     38,616     23,750     109,673     65,469  
       
 
 
 
 
  Gross profit     256,932     132,113     689,632     323,169  
       
 
 
 
 
Operating expenses:                          
  Sales and marketing     106,366     55,033     285,602     146,876  
  Product development     26,843     16,956     73,203     45,473  
  General and administrative     16,942     9,441     47,537     27,263  
       
 
 
 
 
    Total operating expenses     150,151     81,430     406,342     219,612  
       
 
 
 
 
Income from operations     106,781     50,683     283,290     103,557  
Investment income, net     25,403     10,019     65,969     26,820  
Minority interests in operations of consolidated subsidiaries     (1,394 )   (569 )   (5,422 )   (1,733 )
       
 
 
 
 
Income before income taxes     130,790     60,133     343,837     128,644  
Provision for income taxes     49,700     21,648     130,658     46,312  
       
 
 
 
 
Pro forma net income   $ 81,090   $ 38,485   $ 213,179   $ 82,332  
       
 
 
 
 
Pro forma net income per share—diluted   $ 0.13   $ 0.06   $ 0.35   $ 0.14  
       
 
 
 
 
Shares used in per share pro forma calculation—diluted     612,971     595,442     614,398     596,366  
       
 
 
 
 
Notes:   The results for all periods presented have been restated to reflect the acquisition of eGroups which was completed during the quarter ended September 30, 2000 and accounted for as a pooling of interests. All notes are in thousands.

    The above unaudited pro forma condensed consolidated statements of operations exclude the effects of the following:

    The above also assumes 38% and 36% effective tax rates for the pro forma presentation of the periods ended September 30, 2000 and 1999, respectively.

5



Yahoo! Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2000
  1999
  2000
  1999
 
Net revenues   $ 295,548   $ 155,863   $ 799,305   $ 388,638  
Cost of revenues     38,616     23,750     109,673     65,469  
Amortization of purchased technology     2,244     2,500     6,432     7,174  
   
 
 
 
 
  Total cost of revenues     40,860     26,250     116,105     72,643  
   
 
 
 
 
  Gross profit     254,688     129,613     683,200     315,995  
   
 
 
 
 
Operating expenses:                          
  Sales and marketing     106,366     55,033     285,602     146,876  
  Product development     26,843     16,956     73,203     45,473  
  General and administrative     16,942     9,441     47,537     27,263  
  Payroll taxes on option exercises (1)     4,000         12,290      
  Stock compensation expense     4,990     2,127     17,190     4,874  
  Amortization of intangibles     5,418     3,477     14,235     10,139  
  Acquisition-related costs (2)     22,370     22,125     22,785     88,487  
   
 
 
 
 
    Total operating expenses     186,929     109,159     472,842     323,112  
   
 
 
 
 
Income (loss) from operations     67,759     20,454     210,358     (7,117 )
Investment income, net (3)     28,965     10,019     104,801     26,820  
Minority interests in operations of consolidated subsidiaries     (1,394 )   (569 )   (5,422 )   (1,733 )
   
 
 
 
 
Income before income taxes     95,330     29,904     309,737     17,970  
Provision for income taxes     47,665     18,831     141,142     7,923  
   
 
 
 
 
Net income   $ 47,665   $ 11,073   $ 168,595   $ 10,047  
       
 
 
 
 
Net income per share—diluted   $ 0.08   $ 0.02   $ 0.27   $ 0.02  
       
 
 
 
 
Shares used in per share calculation—diluted     612,971     595,442     614,398     596,366  
       
 
 
 
 
Notes:   The results for all periods presented have been restated to reflect the acquisition of eGroups which was completed during the quarter ended September 30, 2000 and accounted for as a pooling of interests. All notes are in thousands.
(1)
In September 1999, the FASB issued a Staff announcement which requires employer payroll taxes assessed on stock option gains realized by employees to be recorded in the income statement.

(2)
Acquisition-related costs are primarily composed of charges related to the acquisitions of eGroups, broadcast.com, GeoCities, and Log-Me-On in the amounts of $22,370, $22,125, $56,125, and $9,775 in the quarters ended September 30, 2000, September 30, 1999, June 30, 1999, and March 31, 1999, respectively.

(3)
Investment income includes gains from the exchanges of certain equity investments of $5,017 and $40,656 in the quarters ended September 30, 2000 and March 31, 2000, respectively. Investment income also includes goodwill amortization related to the Yahoo! Japan equity investment of $1,455 in each of the quarters ended September 30, 2000 and June 30, 2000.

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Yahoo! Inc.
Unaudited Consolidated Summary Balance Sheet Data
(in thousands)

 
  September 30, 2000
  December 31, 1999
 
ASSETS              
  Cash, cash equivalents, and investments in marketable debt securities   $ 1,610,470   $ 1,004,301  
  Accounts receivable, net     74,496     56,454  
  Property and equipment, net     98,098     60,798  
  Investments in marketable equity securities     240,125     250,966  
  Other assets     286,641     147,610  
       
 
 
    Total assets   $ 2,309,830   $ 1,520,129  
       
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:              
  Accounts payable   $ 19,293   $ 14,341  
  Accrued expenses and other liabilities     194,667     107,303  
  Deferred revenue     152,404     90,790  
       
 
 
    Total liabilities     366,364     212,434  
       
 
 
 
Minority interests in consolidated subsidiaries
 
 
 
 
 
29,437
 
 
 
 
 
3,790
 
 
Mandatory redeemable convertible preferred stock         52,173  
 
Stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Common Stock     1,749,213     1,148,903  
  Retained earnings (accumulated deficit)     140,299     (25,842 )
  Accumulated other comprehensive income     24,517     128,671  
       
 
 
    Total stockholders' equity     1,914,029     1,251,732  
       
 
 
    $ 2,309,830   $ 1,520,129  
       
 
 
Note:   The results for all periods presented have been restated to reflect the acquisition of eGroups which was completed during the quarter ended September 30, 2000 and accounted for as a pooling of interests.

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Yahoo! Inc.
Unaudited Consolidated Summary Cash Flows Data
(in thousands)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2000
  1999
  2000
  1999
 
CASH FLOWS FROM OPERATING ACTIVITIES:                          
  Net income   $ 47,665   $ 11,073   $ 168,595   $ 10,047  
  Adjustments to reconcile net income to net cash provided by operating activities:                          
    Depreciation and amortization     18,680     11,640     49,195     32,089  
    Tax benefits from stock options     40,718     9,152     125,534     7,484  
    Other non-cash items     2,453     2,540     (21,983 )   16,382  
    Change in working capital     63,911     36,040     109,428     50,839  
       
 
 
 
 
Net cash provided by operating activities     173,427     70,445     430,769     116,841  
       
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Acquisition of property and equipment     (22,738 )   (11,370 )   (65,785 )   (32,260 )
  Investments in equity securities and other     (37,541 )   (15,767 )   (82,605 )   (52,379 )
       
 
 
 
 
Net cash used in investing activities     (60,279 )   (27,137 )   (148,390 )   (84,639 )
       
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES AND OTHER:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Proceeds from issuance of Capital Stock, net     121,560     63,776     322,900     125,546  
  Other     (1,631 )   (574 )   890     (1,312 )
       
 
 
 
 
Net cash provided by financing activities and other     119,929     63,202     323,790     124,234  
       
 
 
 
 
Net change in cash, cash equivalents, and marketable debt securities     233,077     106,510     606,169     156,436  
Cash, cash equivalents, and marketable debt securities at beginning of period     1,377,393     686,005     1,004,301     636,079  
       
 
 
 
 
Cash, cash equivalents, and marketable debt securities at end of period   $ 1,610,470   $ 792,515   $ 1,610,470   $ 792,515  
       
 
 
 
 
Note:   The results for all periods presented have been restated to reflect the acquisition of eGroups which was completed during the quarter ended September 30, 2000 and accounted for as a pooling of interests.

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Yahoo! Inc. Unaudited Pro Forma Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Yahoo! Inc. Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Yahoo! Inc. Unaudited Consolidated Summary Balance Sheet Data (in thousands)
Yahoo! Inc. Unaudited Consolidated Summary Cash Flows Data (in thousands)