SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: July 9, 2003
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YAHOO! INC..
(Exact name of registrant as specified in its charter)
0-28018
(Commission File Number)
DELAWARE 77-0398689
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated July 9, 2003 by Yahoo! Inc.
Item 12. Results of Operations and Financial Condition
This Report on Form 8-K is being filed under the Securities Exchange
Act of 1934, as amended.
On July 9, 2003, Yahoo! Inc., a Delaware corporation ("Yahoo!"),
announced its financial results for the fiscal quarter ended June 30, 2003 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, 2002 and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003, which are on file with the Securities and Exchange
Commission ("SEC") 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, 2003 to be
filed with the Securities and Exchange Commission in the third quarter of 2003.
The press release, also discloses certain financial measures, such as
operating income before depreciation and amortization, segment operating income
before depreciation and amortization and free cash flow, that may be considered
non-GAAP financial measures in certain circumstances. Generally, a non-GAAP
financial measure is a numerical measure of a company's performance, financial
position, or cash flows that either excludes or includes amounts that are not
normally excluded or included in the most directly comparable measure calculated
and presented in accordance with generally accepted accounting principles. The
Company believes that certain non-GAAP measures, including operating income
before depreciation and amortization and free cash flow are helpful, when
presented in conjunction with the comparable GAAP measures. Operating income
before depreciation and amortization eliminates the effects of depreciation and
amortization from period to period, which we believe is useful to management and
investors in evaluating the operating performance of the Company as depreciation
and amortization costs are not directly attributable to the underlying
performance of the business operations. Free cash flow is considered a liquidity
measure and provides useful information to management and investors about the
amount of cash generated after the acquisition of property and equipment,
non-cash investment gains (losses), change in long-term deferred revenue and
other, which can then be used for strategic opportunities including, among
others, to invest in the business, make strategic acquisitions, strengthen the
balance sheet and repurchase stock. In addition, management refers to these
financial measures to facilitate internal comparisons to the Company's
historical operating results, in making operating decisions and for budget
planning purposes. These measures 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. The non-GAAP measures included in our press release have
been reconciled to the most directly comparable GAAP measure as is now required
under new SEC rules regarding the use of non-GAAP financial measures.
As used herein, "GAAP" refers to accounting principles generally accepted
in the United States.
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 9, 2003 By: /s/ Susan Decker
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Susan Decker
Executive Vice President, Finance and
Administration, and Chief Financial Officer
YAHOO! INC.
INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release dated July 9, 2003.