This presentation contains forward-looking statements concerning Yahoo!’s expected financial performance and Yahoo!’s strategic and operational plans. Risks and uncertaintiesmay cause actual results to differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risksand uncertainties include, among others, the impact of changes to our management, organizational structure and strategic business plan; Yahoo!s ability to compete with new orexisting competitors; reduction in spending by, or loss of, advertising customers; risks associated with the Search and Advertising Services and Sales Agreement (the “SearchAgreement”) between Yahoo! and Microsoft Corporation (“Microsoft”); risks related to Yahoo!’s regulatory environment; interruptions or delays in the provision of Yahoo!’s services;security breaches; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to Yahoo!s internationaloperations; adverse results in litigation; Yahoo!s ability to protect its intellectual property and the value of its brands; dependence on third parties for technology, services, content,and distribution; and general economic conditions. All information in this presentation is as of January 28, 2013. Yahoo! does not intend, and undertakes no duty, to update thisinformation to reflect subsequent events or circumstances; however, Yahoo! may update its business outlook, or any portion thereof, at any time in its discretion. More informationabout potential risk factors that could affect Yahoo!’s business and financial results is included in Yahoo!’s filings with the Securities and Exchange Commission (“SEC”) includingits Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, which is available on the SEC’s web site at www.sec.gov.Throughout this presentation, we have rounded numbers as appropriate. In this presentation, “year-over-year” (or YOY) refers to the change from the corresponding period in theprior fiscal year to the specified period in the specified year; and “quarter-over-quarter” (or QOQ) refers to the change from the immediately preceding fiscal quarter to the specifiedquarter.We periodically review and refine our methodologies for monitoring, gathering, and counting paid clicks and sold impressions. Based on this process, from time to time we mayupdate such methodologies.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. 2
Definitions and Non-GAAP Financial MeasuresThis presentation includes the following non-GAAP financial measures:- Revenue ex-TAC is defined as GAAP Revenue less Traffic acquisition costs (TAC). TAC consists of payments to Affiliates and payments made to companies that directconsumer and business traffic to Yahoo! Properties.- Display revenue ex-TAC is defined as GAAP Display revenue less Display TAC. Search revenue ex-TAC is defined as GAAP Search revenue less Search TAC. Otherrevenue ex-TAC is defined as GAAP Other revenue less Other TAC.- Total operating expenses less TAC is defined as GAAP Total operating expenses excluding TAC.- Non-GAAP Total operating expenses is defined as GAAP Total operating expenses excluding TAC and certain other expenses that we do not believe are indicative of ourongoing operating expenses.- Free cash flow is defined as Net cash provided by (used in) operating activities (adjusted to include Excess tax benefits from stock-based awards), less Acquisition of propertyand equipment, net and Dividends received from equity investees.- Adjusted EBITDA is defined as net income attributable to Yahoo! Inc. before taxes, depreciation, amortization of intangible assets, stock-based compensation expense, otherincome, net (which includes interest), earnings in equity interests, net income attributable to noncontrolling interests and other gains, losses, and expenses that we do not believeare indicative of our ongoing results.- Non-GAAP Operating income is defined as Operating income excluding certain gains, losses, and expenses that we do not believe are indicative of our ongoing operatingresults.- Non-GAAP Net earnings is defined as Net income attributable to Yahoo! Inc. excluding certain gains, losses, expenses, and their related tax effects that we do not believe areindicative of our ongoing results.Please refer to the Appendix for reconciliations of these non-GAAP financial measures to the GAAP financial measures the Company considers most comparable.In addition, certain margin information is presented on a non-GAAP basis:- Operating margin ex-TAC is calculated as Operating income divided by Revenue ex-TAC; and- Non-GAAP Operating margin ex-TAC is calculated as Non-GAAP operating income divided by Revenue ex-TAC.- Net margin ex-TAC is calculated as Net income attributable to Yahoo! Inc. divided by Revenue ex-TAC.Please refer to the Appendix for presentations of the most comparable margins calculated on a GAAP basis.Please refer to the Company’s earnings release for definitions of other terms appearing in this presentation, and for more information regarding the Company’s non-GAAP financialmeasures. 3
Key Takeaways From Q4’12 Revenue ex-TAC of $1,221 million grew 4% in the quarter on a YOY basis. Search revenue ex-TAC of $427 million increased 14% in the quarter on a YOY basis. Adjusted EBITDA of $509 million increased 8% in the quarter on a YOY basis. Non-GAAP Operating Income of $283 million increased 9% in the quarter on a YOY basis. We repurchased 79.6 million shares of stock at an average price of $18.24 for $1.45 billion in the fourth quarter. 4
Financials and Key Metrics at a Glance $ in millions, except per share amounts Q4’11 Q4’12 YOY GAAP Revenue $1,324 $1,346 2% Revenue ex-TAC $1,169 $1,221 4% Adjusted EBITDA $469 $509 8% Operating income $242 $190 (22%) Operating margin ex-TAC 21% 16% (500bps) Non-GAAP Operating income $259 $283 9% Non-GAAP Operating margin ex-TAC 22% 23% 100bps Net income attributable to Yahoo! Inc. $296 $272 (8%) Net margin ex-TAC 25% 22% (300bps) EPS attributable to Yahoo! Inc. – diluted $0.24 $0.23 (2%) Non-GAAP EPS – diluted $0.25 $0.32 28% Shares used in per share calculation – diluted 1,241 1,168 (6%) Acquisition of property and equipment, net $130 $150 15% Free cash flow, as adjusted(1) $327 $221 (32%) Cash & marketable debt securities $2,530 $6,022 N/M Ending employees 14,100 11,500 (18%)N/M – Not meaningful(1) See slide 27 for the reconciliation of Free cash flow and adjustments. 5
Financials and Key Metrics at a Glance $ in millions, except per share amounts 2011 2012 YOY GAAP Revenue $4,984 $4,987 0% Revenue ex-TAC $4,381 $4,468 2% Adjusted EBITDA $1,655 $1,699 3% Operating income $800 $566 (29%) Operating margin ex-TAC 18% 13% (500bps) Non-GAAP Operating income $825 $825 0% Non-GAAP Operating margin ex-TAC 19% 18% (100bps) Net income attributable to Yahoo! Inc. $1,049 $3,945 N/M Net margin ex-TAC 24% 88% N/M EPS attributable to Yahoo! Inc. – diluted $0.82 $3.28 N/M Non-GAAP EPS – diluted $0.81 $1.17 44% Shares used in per share calculation – diluted 1,282 1,203 (6%) Acquisition of property and equipment, net $593 $506 (15%) Free cash flow, as adjusted(1) $726 $1,431 97%N/M – Not meaningful(1) See slide 27 for the reconciliation of Free cash flow and adjustments. 6
Search and Display Metrics YOY % Growth Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 Global Search(1) (2) Number of Paid Clicks(3) (27%) (28%) (26%) (18%) 2% 6% 9% 11% Price-Per-Click (“PPC”)(4) 10% 9% 5% 0% 3% (1%) 1% 1% Global Display(1) (5) Number of Ads Sold(6) 7% 1% (1%) (6%) (18%) (11%) (11%) (10%) Price-Per-Ad(7) 11% 4% (3%) 0% 13% 14% 12% 7% Global Search Trends Global Display Trends 15% 11% 20% 10% 9% 9% 10% 13% 14% 5% 6% 15% 12% 11% 5% 2% 3% 1% 1% 10% 0% 7% 7% 0% 1% 4% 5% Q111 Q211 Q311 Q411 Q112 Q212 Q312 Q412 0% -5% -1% 0% -10% Q111 Q211 Q311 Q411 Q112 Q212 Q312 Q412 -5% -15% -1% -3% -10% -6% -20% -18% -11% -11% -10% -25% -15% -30% -27% -26% -20% -28% -18% Number of Paid Clicks Price-Per-Click Number of Ads Sold Price-Per-Ad(1) Source: Internal data, excluding China and Japan (where Yahoo!-branded sites are operated by third-party licensees).(2) Search metrics include data from owned and operated search, Affiliate search, display PPC (display ads sold on a price-per-click basis), and content match (contextually relevant links to advertisers’ Websites, generally sold on a price-per-click basis).(3) “Paid clicks” are clicks by end users on sponsored listings on Yahoo! Properties and Affiliate sites that are sold on a price-per-click basis.(4) PPC is calculated as gross search revenue (before TAC), inclusive of the Microsoft RPS guarantee, divided by the number of Paid Clicks.(5) Display metrics include data for graphical units on core Yahoo! Properties (including mobile) sold by Yahoo! and partners such as the Newspaper Consortium. Limited to data from the U.S., U.K., Italy, France, Germany, Spain, and the Asia Pacific region (excluding Australia and New Zealand, where Yahoo!-branded sites are operated by a joint venture).(6) Ads Sold consists of non-PPC ads displayed on Yahoo! Properties in the countries identified in footnote (5) for paying advertisers.(7) Price-Per-Ad is calculated as display revenue from the countries identified in footnote (5) divided by the number of Ads Sold. 7
Revenue ex-TAC by Geography & Source$ in millions Geography Source APAC $217 Other $273 EMEA Display $97 $520 Q4’12 = $1,221 Americas $908 Search $427 APAC Other $219 $248 Q4’11 = $1,169 EMEA $110 Americas Display $840 $546 Search $376 9
Revenue ex-TAC by Source$ in millions Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12Display revenue ex-TAC $471 $467 $449 $546 $454 $473 $452 $520YOY Growth 10% (1) 5% 0% (4%) (4%) 1% 0% (5%)Search revenue ex-TAC $357 $371 $374 $376 $384 $385 $414 $427YOY Growth (19%) (2) (15%) (2) (13%) (2) (3%) (2) 8% 4% 11% 14%Other revenue ex-TAC $237 $239 $248 $248 $240 $222 $223 $273YOY Growth (10%) (3%) 0% (1%) 1% (7%) (10%) 10%Total revenue ex-TAC $1,064 $1,076 $1,072 $1,169 $1,077 $1,081 $1,089 $1,221YOY Growth (6%) (1)(2) (5%) (2) (5%) (2) (3%) (2) 1% 0% 2% 4%(1) YOY Growth in Display revenue ex-TAC and Total revenue ex-TAC were negatively impacted by a one-time benefit in Q1’10 from transitioning some large customers from cash-basis accounting to accrual accounting.(2) YOY Growth in Search revenue ex-TAC and Total revenue ex-TAC were negatively impacted by headwinds in Q4’11 of $6M and $18M, in Q3’11 of $37M and $58M, in Q2’11 of $37M and $61M, and in Q1’11 of $36M and $63M, respectively. 10
Geographic Segment Data$ in millions Q4’11 Q4’12 YOYAmericas Revenue ex-TAC $840 $908 8% Direct costs(1) (187) (183) (2%) Contribution $653 $725 11% Americas contribution margin(2) 78% 80% 200bpsEMEA Revenue ex-TAC $110 $97 (12%) Direct costs(1) (42) (41) (1%) Contribution $68 $55 (19%) EMEA contribution margin(2) 62% 57% (500bps)Asia Pacific Revenue ex-TAC $219 $217 (1%) Direct costs(1) (55) (60) 8% Contribution $164 $156 (5%) Asia Pacific contribution margin(2) 75% 72% (300bps)(1) Direct costs for each segment include cost of revenue (excluding TAC) and other operating expenses that are directly attributable to the segment. Beginning in 2012, marketing and customer advocacy costs are managed locally and included as direct costs for each segment. Prior period amounts have been revised to conform to the current presentation.(2) Contribution margin is calculated as Contribution divided by Revenue ex-TAC for each segment. 11
Total Operating Expenses less TAC Depreciation, Amortization, and Stock-based compensation $1,026 (1) $1,031 (3) $926 $908 $937 (2) $885 $894 $875 $ in millions Q111 Q211 Q311 Q411 Q112 Q212 Q312 Q412 (1) Total Operating expenses less TAC in Q2’12 was negatively impacted by a total of $136 million of restructuring charges and deal-related expenses. (2) Total Operating expenses less TAC in Q3’12 was negatively impacted by a total of $25 million of restructuring charges. (3) Total Operating expenses less TAC in Q4’12 was negatively impacted by $99 million of costs related to the Korea business (including restructuring charges of $83 million related to the closure of the Korea business) partially offset by $7 million in net reversals of prior restructuring charges. 12
Non-GAAP Total Operating Expenses Depreciation, Amortization, and Stock-based compensation $938 $897 $910 $902 $912 $885 $890 $864 $ in millions Q111 Q211 Q311 Q411 Q112 Q212 Q312 Q412 13
GAAP Operating Income $242 $190 $191 $190(3) $177 $169 $ in millions $152(2) $55(1) Q111 Q211 Q311 Q411 Q112 Q212 Q312 Q412Op. marginex-TAC : 18% 18% 17% 21% 16% 5% 14% 16% (1) Operating income in Q2’12 was negatively impacted by a total of $136 million of restructuring charges and deal-related expenses. Please see slide 24. (2) Operating income in Q3’12 was negatively impacted by a total of $25 million of restructuring charges. Please see slide 24. (3) Operating income in Q4’12 was negatively impacted by a total of $99 million of costs related to the Korea business (including restructuring charges of $83 million related to the closure of the Korea business), partially offset by $7 million in net reversals of prior restructuring charges. Please see slide 24. 15
Key Balance Sheet Metrics$ in millions Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12AssetsCash & marketable debt $3,528 $3,255 $2,870 $2,530 $2,652 $2,401 $9,427(1) $6,022securitiesAccounts receivable, net $933 $957 $873 $1,037 $942 $1,041 $954 $1,008Alibaba Group preference – – – – – – $803 $816sharesProperty and equipment, net $1,695 $1,741 $1,726 $1,731 $1,727 $1,664 $1,671 $1,686Total assets $14,928 $14,807 $14,528 $14,783 $14,963 $14,658 $20,414 $17,103Liabilities and EquityCurrent deferred revenue $247 $240 $206 $195 $179 $177 $309 $297Total current liabilities $1,340 $1,242 $1,202 $1,207 $1,070 $1,077 $3,506 $1,290Total equity $12,865 $12,799 $12,505 $12,581 $12,860 $12,516 $15,606 $14,606Total liabilities and equity $14,928 $14,807 $14,528 $14,783 $14,963 $14,658 $20,414 $17,103Market value of 35%ownership in Yahoo Japan $6,570(at 12/31/12) (2)Value of approximately 24%ownership in Alibaba based $8,100on recent transaction (3) (1) In Q3’12, Cash & marketable debt securities was positively impacted by Yahoo!’s receipt of proceeds from the sale of Alibaba shares. (2) Pre-tax market value is based on public market share price for Yahoo Japan on December 31, 2012. (3) Pre-tax value is based on $15.50 price per share at which Alibaba sold common equity to third-party purchasers in its most recent round of common equity funding (September 2012); does not include $816 million in Alibaba Group preference shares held by Yahoo!. 17
Key Cash Flow Highlights$ in millions Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12Tax payment on sale of - - - - - - - ($2,266)Alibaba sharesShare repurchases $137 $472 $593 $416 $71 $456 $190 ($1,451)Net cash provided by (usedin) operating activities, as $206 $331 $356 $431 $297 $275 $496(1) $366(2)adjustedAcquisition of property and $168 $172 $124 $130 $110 $106 $140 $150equipment, netFree cash flow, as $56 $96 $247 $327 $196 $93 $920 $221adjusted(3) (1) Including a payment of $550 million from Alibaba in satisfaction of certain future royalty payments under the existing technology and intellectual property license agreement with Alibaba, GAAP Net cash provided by operating activities for Q3’12 was $1,046 million. (2) Including a cash tax payment of $2.3 billion related to the sale of Alibaba shares, GAAP Net cash provided by (used in) operating activities for Q4’12 was ($1,900) million. (3) See slide 27 for the reconciliation of Free cash flow and adjustments. 18
Business Outlook Q1’13 2013 $ in millions Current Outlook Current Outlook Revenue ex-TAC $1,070 - $1,100 $4,500 - $4,600 Adjusted EBITDA $340 - $360 $1,600 - $1,700 GAAP Income from operations $155 - $175 $810 - $850Note: The above business outlook is based on information and expectations as of January 28, 2013. Yahoo! does not intend, and undertakes no duty, to update this business outlook toreflect subsequent events or circumstances; however, Yahoo! may update this business outlook or any portion thereof at any time at its discretion. 19
Table 3 – Revenue and Direct Costs by Segment$ in millions Q4’11 Q4’12Revenue by segment: Americas $885 $960 EMEA 164 114 Asia Pacific 275 272Total revenue 1,324 1,346TAC (155) (125) Total revenue ex-TAC $1,169 $1,221Direct costs by segment: Americas $187 $183 EMEA 42 41 Asia Pacific 55 60Global operating costs(1) 411 443Restructuring charges, net 16 76Depreciation and amortization 152 169Stock-based compensation expense 59 58 Income from operations $242 $190(1) Global operating costs include product development, service engineering and operations, general and administrative, and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment. Prior to 2012, marketing and customer advocacy costs were managed on a global basis and included as global operating costs. Prior period amounts have been revised to conform to the current presentation. 23
Table 4 – Total Operating Expenses Reconciliations of GAAP Total Operating Expenses to Total Operating Expenses less TAC and to Non-GAAP Total Operating Expenses $ in millions Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 Total operating expenses less TAC and Non-GAAP total operating expenses: GAAP Total operating $1,025 $1,038 $1,039 $1,082 $1,052 $1,163 $1,050 $1,156 expenses Less: Traffic acquisition (150) (153) (145) (155) (144) (137) (113) (125) costs Total operating expenses $875 $885 $894 $926 $908 $1,026 $937 $1,031 less TAC Less: Restructuring 11 - (3) 16 6 129 25 (7) Charges(1) Less: Deal-related – – – – – 7 – – expenses(2) Less: Costs associated with the Korea business – – – – – – – 99 and its closure Non-GAAP Total $864 $885 $897 $910 $902 $890 $912 $938 operating expenses(1) For Q4’12012, this amount excludes the restructuring charges related to the closure of the Korea business of $83 million, which are included in the line “Costs associated with the Korea business and its closure.”(2) Deal-related expenses relate to, among other matters, the agreement Yahoo! entered into with Alibaba regarding Yahoo!’s stake in Alibaba. 24
Table 5 – Adjusted EBITDA Calculation Reconciliation of GAAP Net Income Attributable to Yahoo! Inc. to Adjusted EBITDA Quarterly Data Yearly Data $ in thousands Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 2011 2012 GAAP Net income attributable to Yahoo! $222,992 $236,972 $293,291 $295,572 $286,343 $226,631 $3,160,238 $272,267 $1,048,827 $3,945,479 Inc. (a) Depreciation and amortization 160,438 161,373 152,223 151,830 153,248 157,739 169,511 168,769 625,864 649,267 (b) Stock based compensation expense 35,116 59,048 50,947 58,847 55,966 49,571 61,366 57,574 203,958 224,477 (c) Restructuring charges, net 10,575 237 (2,721) 16,329 5,717 129,092 24,727 (6,794)(1) 24,420 152,742(1) (d) Other income, net(2) (5,027) 5,666 (18,046) (9,768) (2,278) (20,175) (4,607,656) (17,730) (27,175) (4,647,839) (e) Provision for income taxes 52,120 55,629 55,731 78,287 56,419 26,523 1,774,094 83,007 241,767 1,940,043 (f) Earnings in equity interest (82,180) (108,902) (158,775) (127,063) (172,243) (179,991) (175,265) (148,939) (476,920) (676,438) (g) Net income attributable to 1,840 1,530 5,053 5,419 1,135 1,825 778 1,385 13,842 5,123 noncontrolling interests (h) Deal-related expenses(3) - - - - - 6,500 - - - 6,500 (i) Costs associated with the Korea - - - - - - - 99,485 - 99,485 business and its closure Adjusted EBITDA $395,874 $411,553 $377,703 $469,453 $384,307 $398,715 $407,793 $509,024 $1,654,583 $1,698,839(1) For Q4’12 and Full Year 2012, this amount excludes the restructuring charges related to the closure of the Korea business of $83 million, which are included in item (i).(2) Q3’12 and Full Year 2012 include a $4.6 billion gain on the sale of Alibaba shares.(3) Deal-related expenses relate to, among other matters, the agreement Yahoo! entered into with Alibaba regarding Yahoo!’s stake in Alibaba. 25
Table 6 – Non-GAAP Operating Income Calculation Reconciliation of GAAP Operating Income to Non-GAAP Operating Income Quarterly Data Yearly Data$ in thousands Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 2010 2011 2012GAAP Operating $189,745 $190,895 $177,254 $242,447 $169,376 $54,813 $152,189 $189,990 $772,524 $800,341 $566,368income(a) Reimbursementsfrom Microsoft for – – – – – – – – (43,300) – –transition costs incurredin prior periods(1)(b) Restructuring 10,575 237 (2,721) 16,329 5,717 129,092 24,727 (6,794) (2) 57,957 24,420 152,742(2)charges, net(c) Deal-related – – – – – 6,500 – – – – 6,500expenses(3)(d) Costs associatedwith the Korea – – – – – – – – – 99,485 99,485business and itsclosureNon-GAAP Operating $200,320 $191,132 $174,533 $258,776 $175,093 $190,405 $176,916 $282,681 $787,181 $824,761 $825,095incomeGAAP Operating 16% 16% 15% 18% 14% 5% 13% 14% 12% 16% 12%marginNon-GAAP Operating 16% 16% 14% 20% 14% 16% 15% 21% 12% 17% 17%margin(4)Non-GAAP Operating 19% 18% 16% 22% 16% 18% 16% 23% 17% 19% 18%margin ex-TAC (1) Non-GAAP Operating income excludes reimbursements for costs incurred in prior periods. The net reimbursement adjustment of $43 million in Q110 is equal to the transition costs of $11 million and $32 million incurred in Q3’09 and Q4’09, respectively, in connection with the Search Agreement. (2) For Q4’12 and Full Year 2012, this amount excludes the restructuring charges related to the closure of the Korea business of $83 million, which are included in item (d). (3) Deal-related expenses relate to, among other matters, the agreement Yahoo! entered into with Alibaba regarding Yahoo!’s stake in Alibaba. (4) Non-GAAP Operating margin is calculated as Non-GAAP Operating income divided by GAAP Revenue. 26
Table 7 – Free Cash Flow Calculation Reconciliation of GAAP Cash Flow from Operating Activities to Free Cash Flow and to Free Cash Flow, as adjusted Quarterly Data Yearly Data$ in millions Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 2011 2012Free cash flow:Net cash provided by(used in) operating $206 $331 $356 $431 $297 $275 $1,046 ($1,900) $1,324 ($282)activitiesExcess tax benefits from 18 12 14 26 8 9 14 5 71 36stock-based awardsAcquisition of property & (168) (172) (124) (130) (110) (106) (140) (150) (593) (506)equipment, netDividends received from – (75) – – – (84) – – (75) (84)equity investeesFree cash flow(1) $56 $96 $247 $327 $196 $93 $920(1) ($2,045) $726 ($835)Tax payment on sale of – – – – – – – 2,266 – 2,266Alibaba shares(2)Free cash flow, as $56 $96 $247 $327 $196 $93 $920 $221 $726 $1,431adjusted (1) Free cash flow was positively impacted in Q312 by a cash payment of $550 million from Alibaba in satisfaction of certain future royalty payments under the existing technology and intellectual property license agreement with Alibaba. (2) Cash tax payment of $2.3 billion related to the sale of Alibaba shares. 27
Table 8 – Non-GAAP Net Earnings Per Share Calculation Reconciliation of GAAP Net Earnings Attributable to Yahoo! Inc. and GAAP Net Income Attributable to Yahoo! Inc. Common Stockholders Per Share – Diluted to Non-GAAP Net Earnings and Non-GAAP Net Earnings Per Share – Diluted Quarterly Data Yearly Data$ in millions, except per share Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 2011 2012amountsGAAP Net income attributable to $223 $237 $293 $296 $286 $227 $3,160 $272 $1,049 $3,945Yahoo! Inc.Adjustments 7 0 (27) 11 4 100 (2,740) 97 (8) (2,539)Non-GAAP Net earnings $230 $237 $266 $307 $290 $327 $421 $370 $1,040 $1,407GAAP Revenue $1,214 $1,229 $1,217 $1,324 $1,221 $1,218 $1,202 $1,346 $4,984 $4,987GAAP Net margin 18% 19% 24% 22% 23% 19% NM 20% 21% NMNon-GAAP Net margin(1) 19% 19% 22% 23% 24% 27% 35% 27% 21% 28%GAAP Net income attributable toYahoo! Inc. common Stockholders $0.17 $0.18 $0.23 $0.24 $0.23 $0.18 $2.64 $0.23 $0.82 $3.28per share – dilutedNon-GAAP Net earnings per $0.17 $0.18 $0.21 $0.25 $0.24 $0.27 $0.35 $0.32 $0.81 $1.17share – dilutedDiluted shares outstanding 1,320 1,308 1,260 1,241 1,226 1,222 1,195 1,168 1,282 1,203 (1) Non-GAAP Net margin is calculated as Non-GAAP Net income divided by GAAP Revenue. Note: All per share amounts are based on fully diluted share counts. Please refer to Appendix Table 9 for details on Adjustments. 28
Table 9 - Non-GAAP Net Earnings Calculation Reconciliation of GAAP Net Income Attributable to Yahoo! Inc. to Non-GAAP Net Earnings, with Details on Adjustments Quarterly Data Yearly Data$ in thousands Q1’11 Q2’11 Q3’11 Q4’11 Q1’12 Q2’12 Q3’12 Q4’12 2011 2012GAAP Net income attributable to Yahoo! $222,992 $236,972 $293,291 $295,572 $286,343 $226,631 $3,160,238 $272,267 $1,408,827 $3,945,479Inc.(a) Restructuring charges, net 10,575 237 (2,721) 16,329 5,717 129,092 24,727 (6,794) (2) 24,420 152,742(2)(b) Non-cash gain related to the dilution ofthe Companys ownership interest in Alibaba – – (25,083) – – – – – (25,083) –Group, which is included in earnings inequity interests(c) Deal-related expenses(1) – – – – – 6,500 – – – 6,500(d) Gain related to sale of Alibaba shares – – – – – – (4,603,322) – – (4,603,322)(e) Costs associated with the Korea – – – – – – – 99,485 – 99,485business and its closure(f) To adjust the provision for income taxesto exclude the tax impact of items (a), (c), (3,362) (75) 865 (5,192) (2,047) (35,674) 1,839,035 4,626 (7,764) 1,805,940(d) and (e)Non-GAAP Net earnings $230,205 $237,134 $266,352 $306,709 $290,013 $326,549 $420,678 $369,584 $1,040,400 $1,406,824 (1) Deal-related expenses relate to, among other matters, the agreement Yahoo! entered into with Alibaba regarding Yahoo!’s stake in Alibaba. (2) For Q4’12 and Full Year 2012, this amount excludes the restructuring charges related to the closure of the Korea business of $83 million, which are included in item (e). 29
Table 10 – Business Outlook Reconciliations Q1’13$ in millions FY 2013 Current Outlook Current OutlookRevenue ex-TAC: GAAP Revenue $1,130 - $1,180 $4,750 - $4,880 Less: TAC $60 - $80 $250 - $280 Revenue ex-TAC $1,070 - $1,100 $4,500 - $4,600Adjusted EBITDA(1) Depreciation & Amortization $140 - $160 $600 - $630 Stock-Based Compensation $30 - $50 $240 - $270(1) Yahoo! has not reconciled its Adjusted EBITDA outlook to the comparable forward-looking GAAP financial measure, Net income attributable to Yahoo! Inc., because it is unable toprovide a forward-looking estimate of certain reconciling items between Net income attributable to Yahoo! Inc. and Adjusted EBITDA, including: other income, net; provision for incometaxes; and earnings in equity interests. Certain factors that are materially significant to Yahoo!’s ability to estimate these items are out of the Company’s control and/or cannot be reasonablypredicted. Accordingly, a reconciliation to Net income attributable to Yahoo! Inc. is not available without unreasonable effort.Note: The above business outlook is based on information and expectations as of January 28, 2013. Yahoo! does not intend, and undertakes no duty, to update the business outlook toreflect subsequent events or circumstances; however, Yahoo! may update the business outlook or any portion thereof at any time at its discretion. 30
Mark A Boudreau Independent Contractor/Consultant
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