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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: April 10, 2002


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

0-28018
(Commission File Number)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  77-0398689
(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 April 10, 2002, Yahoo! Inc., a Delaware corporation ("Yahoo!"), announced its financial results for the fiscal quarter ended March 31, 2002 and certain other information. A copy of Yahoo!'s press release announcing these financial results and certain other information 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 and other matters 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, among other sections, under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, which is 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 March 31, 2002 to be filed with the Securities and Exchange Commission in the near future.


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

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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: April 17, 2002   By:   /s/  SUSAN DECKER      
Susan Decker
Executive Vice President, Finance and Administration, and Chief Financial Officer

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YAHOO! INC.
INDEX TO EXHIBITS

Exhibit Number

  Description

99.1   Press Release dated April 10, 2002.

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SIGNATURES
YAHOO! INC. INDEX TO EXHIBITS

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Exhibit 99.1


Yahoo! Reports First Quarter 2002 Financial Results

Yahoo! Delivers Year Over Year Growth

First Quarter Revenue of $193 Million and EBITDA of $24 Million

SUNNYVALE, Calif.—April 10, 2002—Yahoo! Inc. today reported results for the fiscal first quarter ended March 31, 2002. Net revenues for the first quarter totaled $192.7 million compared to net revenues of $180.2 million for the first quarter ended March 31, 2001. EBITDA (earnings before interest, taxes, depreciation, amortization and stock compensation expense) for the first quarter 2002 was $24.4 million, or 13% of revenues, compared to EBITDA for the first quarter 2001 of $0.9 million.

        Yahoo! also reported income on a GAAP (Generally Accepted Accounting Principles) basis, before the cumulative effect of the accounting change for the implementation of Financial Accounting Standard ("FAS") 142, totaling $10.5 million or $0.02 per share diluted, compared to a net loss of $11.5 million or $0.02 per share diluted for the quarter ended March 31, 2001. FAS 142, which the company adopted January 1, 2002, requires companies to assess the goodwill recorded from previous acquisitions, and as necessary, record a one-time impairment charge that does not affect cash or the company's operations. Including the non-cash charge of $64.1 million recorded in the quarter for the effect of implementing FAS 142, Yahoo! reported a net loss for the fiscal first quarter of $53.6 million or $0.09 per share.

        "We have a world-class management team in place, who have lead the charge in executing against Yahoo!'s business plan. We posted solid results this quarter due to the transformation of Yahoo!'s business model. Our quarterly performance demonstrates continued momentum as we move forward in executing on our strategic objectives. Additionally, we experienced significant growth in our key audience metrics and demonstrated the considerable depth and breadth of the Yahoo! network. As we progress through the year, we are well positioned to maintain our growth and to achieve our goal of more than doubling EBITDA profitability in 2002 from 2001 levels," said Terry Semel, chairman and chief executive officer, Yahoo!.

Business Outlook

        "Our first quarter results show momentum and progress toward our goal to maximize long-term free cash flow. This quarter also demonstrated the growing success of our monetization strategy, to draw increased value from our enormous consumer base and find new ways to drive financial value," said Susan Decker, chief financial officer, Yahoo!.

        "We have upwardly revised our full year outlook for revenue and EBITDA to reflect our performance in the quarter, the acquisition of HotJobs and several other factors. While we are basing our outlook on a continuation of current economic conditions, we nevertheless anticipate strong, profitable growth in 2002, considering the progress we have demonstrated against the execution of our business plan," continued Decker.

        The following information is based on current information as of April 10, 2002 and includes the effects of the recent acquisition of HotJobs.com, Ltd.

        The company expects revenues for the second quarter 2002 to be between $205 and $225 million, and between $870 and $910 million for the full year 2002. EBITDA (earnings before interest, taxes, depreciation, amortization and stock compensation expense) is expected to be between $23 and $33 million for the second quarter 2002 and between $105 and $130 million for the full year 2002.

        Capital expenditures are expected to be between $10 and $12 million for the second quarter 2002, and to be between $40 and $50 million for the full year 2002. Depreciation is expected to be approximately $21 million in the second quarter 2002 and $85 million for the full year 2002.



        The business outlook for the company as of today will be available on the company's Investor Relations Web site throughout the current quarter. It is currently expected the full business outlook will not be updated until the release of Yahoo!'s next quarterly earnings announcement; however, Yahoo! may update the full business outlook or any portion thereof at any time for any reason.

Leading Global Audience

        Yahoo!'s strong consumer metrics in the first quarter continue to underscore the company's leadership position among online consumers. In February, Yahoo!'s global network was ranked the world's most trafficked Internet destination, a distinction held for seven continuous quarters, and Yahoo! continues to be the worldwide leader in terms of unique users, reach, and total time spent (Nielsen//NetRatings, February 2002). Yahoo!'s global audience grew to 237 million unique users, compared to 192 million in the first quarter of 2001. In addition, a record 98 million active registered members logged onto Yahoo!'s global network during March 2002, compared to 67 million in the first quarter of 2001, a positive indication that Yahoo!'s efforts to build deeper relationships with its consumers are paying off.

Quarterly Conference Call

        Yahoo! will host a conference call today to discuss first quarter results at 5:00 p.m. Eastern Time today. A live Webcast of the conference call can be accessed at http://webevents.broadcast.com/yahoo/041002/. In addition, an archive of the call can be accessed through the "Conference Calls" area of the company's Investor Relations Web site at http://www.yahoo.com/info/investor, and a replay will be available for 48 hours following the conference call by calling 800-633-8284, reservation number: 20087965.

About Yahoo!

        Yahoo! Inc. is a leading provider of comprehensive online products and services to consumers and businesses worldwide. Yahoo! reaches more than 237 million individuals worldwide each month, and is the No. 1 Internet brand globally. Headquartered in Sunnyvale, Calif., Yahoo!'s global network includes 25 World properties and is available in 13 languages.

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 enterprise services; the ability to successfully change the customer mix among Yahoo!'s advertising customers; general economic conditions (including the effects of events related to the terrorist attacks on the United States on Sept. 11, 2001); risks related to the integration of recent acquisitions; 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 April 10, 2002, 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, 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 (the "SEC") and available at the SEC's website at 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 period ended March 31, 2002, which will be filed with the SEC in the near future.

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#    #    #

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:

Diana Lee, Yahoo! Inc., (408) 349-6501, dianalee@yahoo-inc.com
Nicole Waddell, Fleishman-Hillard, (415) 356-1037,
waddelln@fleishman.com

Investor Relations Contact:

Cathy Larocca, Yahoo! Inc., (408) 349-5188, cathy@yahoo-inc.com

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

 
  Three Months Ended
March 31,

 
 
  2002
  2001
 
Net revenues   $ 192,665   $ 180,215  
Costs and expenses:              
  Cost of revenues     37,821     38,543  
  Sales and marketing     95,597     106,418  
  Product development     32,219     30,336  
  General and administrative     21,998     19,131  
  Payroll taxes on option exercises     162     243  
  Stock compensation expense     5,621     3,415  
  Amortization of intangibles     3,422     14,897  
   
 
 
    Total costs and expenses     196,840     212,983  
   
 
 
Loss from operations     (4,175 )   (32,768 )

Other income (loss), net

 

 

22,669

 

 

23,276

 
Minority interests in operations of consolidated subsidiaries     212     229  
   
 
 
Income (loss) before income taxes and cumulative effect of accounting change     18,706     (9,263 )
Provision for income taxes     8,231     2,223  
   
 
 
Income (loss) before cumulative effect of accounting change     10,475     (11,486 )
Cumulative effect of accounting change     64,120      
   
 
 
Net loss   $ (53,645 ) $ (11,486 )
   
 
 
Net income (loss) per share—diluted:              
  Income (loss) before cumulative effect of accounting change   $ 0.02   $ (0.02 )
  Cumulative effect of accounting change     (0.11 )    
   
 
 
Net loss per share—diluted   $ (0.09 ) $ (0.02 )
   
 
 
Shares used in per share calculation—diluted     610,020     565,447  
   
 
 
Supplemental Financial Data(1)              
EBITDA   $ 24,401   $ 858  
After tax cash earnings   $ 39,051   $ 23,926  
Free cash flow   $ 38,294   $ 13,961  
After tax cash earnings per share—diluted(2)   $ 0.06   $ 0.04  

(1)
In order to fully assess the Company's financial operating results, management believes that EBITDA, After tax cash earnings, and Free cash flow are appropriate measures of the operating performance of the Company. However, this supplementary financial data should be considered in addition to, not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with generally accepted accounting principles.

(2)
For the quarter ended March 31, 2001 shares used in the After tax cash earnings per share ;mda diluted were 596,539.

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

 
  Three Months Ended
March 31,

 
 
  2002
  2001
 
Net revenues for groups of similar services:              
  Marketing services   $ 120,995   $ 141,960  
  Fees and listings     54,990     33,236  
  Transactions     16,680     5,019  
   
 
 
  Total net revenues   $ 192,665   $ 180,215  
   
 
 
Net revenues by segment:              
  United States   $ 166,612   $ 146,974  
  International     26,053     33,241  
   
 
 
  Total net revenues   $ 192,665   $ 180,215  
   
 
 
EBITDA(1):              
  Reported loss from operations   $ (4,175 ) $ (32,768 )
  Depreciation and amortization     22,955     30,211  
  Stock compensation expense     5,621     3,415  
   
 
 
  EBITDA   $ 24,401   $ 858  
   
 
 
EBITDA by segment:              
  United States   $ 32,450   $ 10,056  
  International     (8,049 )   (9,198 )
  EBITDA   $ 24,401   $ 858  
   
 
 
After tax cash earnings(2):              
  Reported income (loss) before cumulative effect of accounting change(3)   $ 10,475   $ (11,486 )
  Depreciation and amortization     22,955     30,211  
  Stock compensation expense     5,621     3,415  
  Goodwill amortization of Yahoo! Japan equity investment         1,786  
   
 
 
  After tax cash earnings   $ 39,051   $ 23,926  
   
 
 
Free cash flow(4):              
  After tax cash earnings   $ 39,051   $ 23,926  
  Noncash taxes     6,804     2,058  
  Earnings in equity interests     (4,300 )   (2,400 )
  Minority interests in operations of consolidated subsidiaries     (212 )   (229 )
  Change in working capital     4,238     32,061  
  Acquisition of property and equipment     (7,287 )   (41,455 )
   
 
 
  Free cash flow   $ 38,294   $ 13,961  
   
 
 

(1)
Defined as reported loss from operations before depreciation, amortization, and stock compensation expense.

(2)
Defined as reported income (loss) before cumulative effect of accounting change, depreciation and amortization, stock compensation expense, and goodwill amortization of Yahoo! Japan equity investment.

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(3)
Reported income (loss) before cumulative effect of accounting change for the quarter ended March 31, 2002 includes significant nonrecurring items such as net investment losses of $1,893 and income from contract termination fees of $2,504. Reported income (loss) before cumulative effect of accounting change for the quarter ended March 31, 2001 includes significant nonrecurring items such as net investment losses of $12,620 and income from a contract termination fee of $9,000.

(4)
Defined as after tax cash earnings before noncash taxes, earnings in equity interests, and minority interests in operations of consolidated subsidiaries and after the change in working capital and acquisition of property and equipment.

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

 
  March 31,
2002

  December 31,
2001

ASSETS            
  Cash, cash equivalents, and investments in marketable debt securities   $ 1,333,948   $ 1,471,993
  Accounts receivable, net     89,850     68,648
  Restricted investments     258,662     258,662
  Property and equipment, net     143,635     131,648
  Investments in marketable equity securities     21,264     34,852
  Other assets, net     775,437     413,543
   
 
      Total assets   $ 2,622,796   $ 2,379,346
   
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 
  Liabilities:            
    Accounts payable, accrued expenses and other liabilities   $ 327,994   $ 272,921
    Deferred revenue     125,194     109,402
   
 
      Total liabilities     453,188     382,323
   
 
  Minority interests in consolidated subsidiaries     29,794     30,006
  Stockholders' equity     2,139,814     1,967,017
   
 
    $ 2,622,796   $ 2,379,346
   
 

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

 
  Three Months Ended
March 31,

 
 
  2002
  2001
 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net income (loss)   $ (53,645 ) $ (11,486 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:              
    Depreciation and amortization     22,955     30,211  
    Tax benefits from stock options     6,804     2,058  
    Cumulative effect of accounting change     64,120      
    Earnings in equity interests     (4,300 )   (614 )
    Minority interests in operations of consolidated subsidiaries     (212 )   (229 )
    Other noncash items     7,483     19,052  
    Change in working capital     4,238     32,061  
   
 
 
Net cash provided by operating activities     47,443     71,053  
   
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 
  Acquisition of property and equipment     (7,287 )   (41,455 )
  Purchases of equity securities         (7,500 )
  Sales of equity securities     8,483     7,286  
  (Increase) decrease in restricted cash and investments         (193,108 )
  Acquisitions and dispositions, net of cash acquired     (189,168 )   (9,771 )
   
 
 
Net cash used in investing activities     (187,972 )   (244,548 )
   
 
 

CASH FLOWS FROM FINANCING ACTIVITIES AND OTHER:

 

 

 

 

 

 

 
  Proceeds from issuance of Capital Stock, net     15,694     16,495  
  Other     (13,210 )   615  
   
 
 
Net cash provided by financing activities and other     2,484     17,110  
   
 
 
Net change in cash, cash equivalents, and marketable debt securities     (138,045 )   (156,385 )
Cash, cash equivalents, and investments in marketable debt securities at beginning of period     1,471,993     1,658,666  
   
 
 
Cash, cash equivalents, and investments in marketable debt securities at end of period   $ 1,333,948   $ 1,502,281  
   
 
 

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Yahoo! Inc.
First Quarter 2002 Operating Highlights
April 10, 2002

Audience Growth, Usage and Loyalty

Executive Appointments


Essential Marketing Solutions


Business Units

Access

2


Business and Enterprise Services

Commerce

Communications

3


Listings

Media, Finance and Information

4


Yahoo!, Yahoo! Portal Solutions, 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.

5




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Yahoo! Reports First Quarter 2002 Financial Results Yahoo! Delivers Year Over Year Growth First Quarter Revenue of $193 Million and EBITDA of $24 Million
Yahoo! Inc. Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Yahoo! Inc. Notes to 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)
Yahoo! Inc. First Quarter 2002 Operating Highlights April 10, 2002