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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For the fiscal year ended December 31, 2014

OR

For the transition period from              to            

Commission File Number 000-28018

Yahoo! Inc.

(Exact name of Registrant asspecified in its charter)

701 First Avenue

Sunnyvale, California 94089

(Address ofprincipal executive offices, including zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

(Title of Class)

Indicate by check mark ifthe Registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes      No  

Indicate by check mark if the Registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.    Yes      No  

Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90days.    Yes      No  

Indicate by check mark whether the Registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).    Yes      No  

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the ExchangeAct).    Yes      No  

As of June 30, 2014, the last business day of the Registrant’s most recently completedsecond fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price for the Registrant’s common stock, as reported on the NASDAQ Global Select Market was$32,432,060,475. Shares of common stock held by each officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for any other purpose.

The number of shares of the Registrant’s common stockoutstanding as of February 13, 2015 was 936,120,954.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K:

Proxy Statement for the 2015 Annual Meeting of Shareholders—Part III Items 10, 11, 12, 13, and 14.

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YAHOO! INC.

Form 10-K

Fiscal Year Ended December 31,2014

INDEX

The trademarks and/or registered trademarks of Yahoo! Inc. and its subsidiaries referred to herein include, but arenot limited to, Yahoo!, Flickr, Tumblr, Yahoo Tech, Yahoo Food, Yahoo Travel, Yahoo Beauty, Yahoo Style, Yahoo Health, Yahoo Makers, Yahoo Parenting, Yahoo Music, Yahoo Movies, Yahoo TV, Yahoo Screen, Aviate, Yahoo News, Yahoo News Digest, YahooMail, Yahoo Answers, Yahoo Search, Yahoo Messenger, Yahoo Games Network, Yahoo Finance, Yahoo Weather, Yahoo Sports, Yahoo Gemini, Yahoo Premium Ads, Yahoo Ad Manager Plus, Yahoo Smart TV, Yahoo Recommends, Yahoo Groups, Flurry, BrightRoll, Rivalsand their respective logos. Other names are trademarks and/or registered trademarks of their respective owners.

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PART I

Item 1. Business

Yahoo! Inc., together with its consolidated subsidiaries (“Yahoo,” the “Company,” “we,” or “us”), is a guidefocused on making users’ digital habits inspiring and entertaining. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. This focus is driven byour commitment to creating highly personalized experiences that reach our users wherever they might be—on their mobile phone, tablet or PC.

Wecreate value for advertisers with a streamlined, simplified advertising technology stack that leverages Yahoo’s data, reach and analytics to connect advertisers with their target audiences. For advertisers, the opportunity to be a part ofusers’ digital habits across products and platforms is a powerful tool to engage audiences and build brand loyalty.

Advertisers can build theirbusinesses through advertising to targeted audiences on our online properties and services (“Yahoo Properties”) and a distribution network of third party entities (“Affiliates”) who integrate our advertising offerings into theirWebsites or other offerings (“Affiliate sites”; together with Yahoo Properties, the “Yahoo Network”). Our revenue is generated principally from display and search advertising.

We are proud of our storied history that has evolved with the Internet, beginning in 1994 when our founders, Jerry Yang and David Filo, then graduatestudents at Stanford University, createdJerry and Dave’s Guide to the World Wide Web, a simple directory of websites to help people navigate the Internet. Yahoo was incorporated in 1995 and is a Delaware corporation. We completed ourinitial public offering on April 12, 1996, and our stock is listed on the NASDAQ Global Select Market under the symbol “YHOO.” Yahoo is a global company headquartered in Sunnyvale, California.

The executive management team includes:

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Our Board of Directors is composed of:

For the past two years, we have focusedour attention on triggering a chain reaction of growth, which starts with hiring the best people who will build beautiful, engaging products. Those products drive increased traffic. The increased traffic generates greater advertiser interest, whichultimately results in revenue growth. Throughout 2014, we continued to invest in mobile, video, native, and social (“Mavens”). Our mobile first strategy has yielded significant results for our users and our Company and generatedmobile revenue for the fourth quarter and full year of 2014 of approximately $254 million and $768 million, respectively. Our investments and energy in 2014 were dedicated to our forward-looking Mavens offerings, and we remain committed to thatapproach in 2015.

We remain committed to hiring the best possible people and we recruited impressive talent across the Company in 2014. Our stockholders also electedseveral new board members in 2014.

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In 2014, we accelerated the pace of innovation, launching more than three dozen new product experiences to strengthen and expand our core products. Wealso continued our investment in original content.

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We saw user growth over 2014. Today we have over one billion monthly active users, including Tumblr. Over 575 million (including Tumblr) of thosemonthly users come to us via mobile.

We made important progress over 2014 in delivering value to our advertisers and publishers through our new areas of investment: mobile, video, native andsocial. Our significant investments in mobile in particular paid off, as we are now seeing an increase in revenue. The Mavens offerings generated more than $380 million and $1.1 billion of revenue for the fourth quarter and full year of 2014,respectively.

With hundreds of Search partners, a world-class mail platform, three industry-leading verticals (News, Sports and Finance), a growing video contentoffering, the photo resources of Flickr and the social reach of Tumblr, we play an important role in the digital lives of our more than 1 billion monthly users on Yahoo Properties.

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Our user offerings include:

Yahoo Search serves as a starting point to navigate the Internet and discover information that matters to users, offering rich searchresults ranked and organized based on their relevance to the query. Our Search continues to evolve to help users find the right information at the right time.

Under our Search and Advertising Services and Sales Agreement (“Search Agreement”) with Microsoft Corporation (“Microsoft”),Microsoft is the exclusive algorithmic and paid search advertising services provider on Yahoo Properties on desktop computers and non-exclusive provider of such services on Affiliates sites and for mobile devices. Yahoo continues to develop andlaunch features around the results to enhance the search experience for our users, whether on mobile phone, tablet, or PC. These features include rich results, contextual search results, personalized results, related topic suggestions and more.

Yahoo Answers enables users to seek, discover and share knowledge and opinions across mobile phones, tablets and PC.

Yahoo Aviate is a launcher application built for Android phones that helps users organize their phone applications and access theinformation that is most useful to them at the moment they need it.

Yahoo Mail connects users to the people and things that are most important to them across mobile phones, tablets and PC. In addition tomail, we offer users integrated contacts, calendar and messaging products, all outfitted with one terabyte of storage and beautiful photo themes, and our mobile apps bring our users personalized news streams and updates from our other contentverticals like Sports, Finance, and Weather.

Yahoo Messengeris an instant messaging service that provides an interactive andpersonalized way for users to connect, communicate and share experiences on a real-time basis. Similar to mail, we connect users across mobile phones, tablets and PC.

Yahoo Groups allows users to join groups based on shared interests and involvements, providing access to messages, event calendars, pollsand other shared information.

Yahoo.combrings together current and relevant news and information—including Yahoo original content and partner content—curatedby editors from across the Web. Our homepage is optimized to deliver a consistent experience across mobile phones, tablets and PC.

Visitors on theYahoo Homepage can see a preview of their mail inbox, local weather, stock quotes, sports scores, comics, and more. Our Yahoo Properties, generate revenue from display and search advertising, as well as from fee-based services. Many of our YahooProperties are also available in mobile-optimized versions for display on mobile phones and tablets and as native applications across different operating platforms for iOS and Android phones and tablets.

Yahoo Sportsserves one of the largest audiences of digital sports enthusiasts in the world. Yahoo Sports is anchored by Fantasy Sports,editorial reporting, real-time scores, statistics and breaking news, coverage of the biggest global sports events, and premium college sports coverage through

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our Rivals publisher network. With award-winning writers, a leading fantasy platform and live game tracking, Yahoo Sports delivers experiences for every fan, every day. During 2014, we deliverednew enhancements to our experiences, including:

Yahoo Finance provides a comprehensive set of financial data, information,and tools that help users make informed financial decisions. Yahoo Finance features a robust content offering that is a mix of original editorial and syndicated news via relationships with several third-party providers and is available on mobilephones, tablets and PC.

Yahoo Weather provides users with real-time weather conditions and information for their favorite cities andlocations and is available internationally on mobile phones, tablets, and PC. In 2014, we brought animated weather effects and daily push notifications into our mobile apps to further bring users’ weather to life.

Yahoo News, Entertainment and Lifestyles are a collection of digital magazines focused on emerging trends and subject matter that our usersare most passionate about. Digital magazines available include: Yahoo Tech, Yahoo Food, Yahoo Health, Yahoo Style, Yahoo Travel, Yahoo Beauty, Yahoo Movies (U.S. & U.K.), Yahoo Music, Yahoo Makers, and Yahoo Parenting. Each magazinefeatures content from industry leading editors, premium partners, and select user generated content. The digital magazine designs provide experiences around a specific content topic and passion area packaged together with pictures and video thatcapture user’s attention across all devices. Features include visually driven content streams; trusted editorial voices; social sharing capabilities; entertaining and inspiring brand content; and elegant display across all devices. The digitalmagazines also include engaging native ads that are part of the experience, designed to be as engaging as the editorial content. In addition to digital magazines, the Yahoo News Digest app brings users twice-daily summaries of top new stories andbreaking events on iOS and Android phones.

Yahoo Screen is a video destination site and application where users can easily flipthrough their favorite channels to stay informed and entertained. Users are also alerted to featured live events, such as concerts and breaking news. Screen is currently available on PC, iOS and Android mobile devices, and TV-based platforms such asApple TV and Roku. We also added new channel partners such as LiveNation (which features a live concert every day for a year), Vevo, and NFL.

Flickr is a web and mobile photo management and sharing service that makes it easy for users toupload, store, organize, and share their photos. Flickr offers all members one terabyte of free storage. Members also have the ability to purchase printed photo merchandise.

Tumblr offers a web platform and mobile applications (particularly on the iOS and Android platforms) that allow users to create, share, and curatecontent of all kinds—including images, video, audio, and

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text, and to consume media around their interests and passions in the Tumblr Dashboard stream. Tumblr’s primary form of monetization is native brand advertising to users, primarily through avariety of ad products based on Tumblr Sponsored Posts (company-sponsored blogs that are reblogged and shared across Tumblr users.) In addition, Tumblr generates revenue by enabling a marketplace for the sale of third-party developed blog themes andlicensing its real-time feed of user-generated content.

As one of the Web’s largest publishers andthe owner of leading properties across multiple content categories, Yahoo provides a canvas of personalized experiences where advertisers can connect with users in a meaningful way. Yahoo is a digital publisher and advertising technology providerthat enables advertisers to reach their business objectives, from high-impact branding campaigns that generate awareness among consumers to tactical campaigns that drive specific audiences to action. We provide a unified approach to digitaladvertising across search, native, audience, premium display, and video advertising—across platforms and devices, including mobile and PC. These products are supported by Yahoo’s technology platform, data and analytical tools, withinsights into the digital habits of more than 1 billion people worldwide.

The Yahoo Bing Network connects advertisers with an audience of hundreds of millions of users, with the support of strategic account teams, reporting,analytics, and extensive campaign controls. Yahoo continues to focus on developing new search ad formats to engage users across devices, including personalized search retargeting, click-to-call functionality in search ads, sitelink extensions,location extensions, product ads and more.

Native Advertising. Enables advertisers to engage their audience across devices and formats on Yahoo’s network of consumer productsand exclusive publishing partners. Yahoo’s native advertising offerings include Yahoo Stream Ads served within content streams across our media properties and in Yahoo Mail and within Yahoo Recommends, a personalized content recommendations andnative advertising experience, as well as HD-quality image-rich ads served within native image environments and slideshows; and Tumblr Sponsored Posts—all powered by Yahoo’s advertising platforms and user data. Because native ads are aseamless part of a user’s experience, they allow advertisers to connect with users in a compelling and impactful way, driving awareness and performance.

Audience Targeting. Yahoo Audience Ads allow advertisers to benefit from the deep consumer relationships Yahoo has with over 1 billionusers and connect with their desired audience across display, video and mobile ads. Yahoo Audience Ads deliver the right messages to the right users across Yahoo, exclusive publishing partners, and public exchange-traded sites with the scale andtargeting precision of real-time programmatic buying. Yahoo Audience Ads offer data-driven ad buying, optimized with enhanced analytics. Combining Yahoo’s proprietary user data with advertiser’s own data and third-party data enables Yahooto leverage a comprehensive audience data set and provides a compelling audience buying solution.

Premium Advertising. Yahoo PremiumAds offer a digital advertising canvas for brand and performance advertisers on the Web. We offer high-impact advertising opportunities on the Yahoo Homepage; Yahoo’s leading vertical content properties; Yahoo Mail; program sponsorships ofmajor events; and premium video placements—all with custom integrations, personalization and targeting that unite advertisers’ brands with consumers’ digital habits.

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Video Advertising. Yahoo Video provides brands with a full set of solutions for reaching theirtarget audience at scale with digital video ads across both Yahoo and leading ad exchanges. Anchored by Yahoo’s award-winning original programming and world-class partner content, Yahoo Video connects brands to their target audience at scalethrough a complete set of advertising opportunities including video channels, video programs, audience targeting, branded entertainment, and live events with ad placements that occur before, during, and after a video rolls. Additionally, Yahooconnects programmatically to all of the leading exchanges, offering advertisers additional scale and reach.

Yahoo Gemini (formerly known asYahoo Ad Manager) is a simplified powerful marketplace that gives advertisers direct, hands-on access to Yahoo’s advertising products. Yahoo mobile search ads and native ads are available through Yahoo Gemini, with a simple user interface thathelps advertisers get ads online in a matter of minutes, with insights and analytics built in.

Yahoo Ad Manager Plus enables largeradvertisers to plan, execute and optimize complex display ad campaigns directly, giving them greater control over the performance of their ads on Yahoo and third-party programmatic inventory. Yahoo offers managed services through Yahoo Ad ManagerPlus for advertisers who want custom audience definition, richer campaign measurement and insights, access to exclusive inventory, varied pricing options, and full-service campaign optimization.

APTis an internal ad management platform that handles our owned and operated premium inventory, sold in a direct, guaranteed fashion.

BrightRolloffers a video demand side platform, ad network and publisher marketplace, enabling the buying and selling of video inventoryacross the digital advertising ecosystem.

Flurryoffers both sell and buy side platforms, focused in native advertising and mobile applicationpublishers.

Yahoo Ad Exchange is a platform that enables advertisers to easily target global audiences across Yahoo Properties,Affiliate sites and other publisher sites on mobile and the Web.

Yahoo continually launches, improves, andscales products and features to meet evolving user, advertiser, and publisher needs. Most of our software products and features are developed internally by our employees. In some instances, however, we might purchase technology and licenseintellectual property rights if the opportunity is strategically aligned, operationally compatible, and economically advantageous. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products, webelieve based on past experience and industry practice that such licenses generally could be obtained on commercially-reasonable terms. We believe our continuing innovation and product development are not materially dependent upon any single licenseor other agreement with a third party relating to the development of our products.

Yahoo’s product teams include a broad array of engineeringand product talent and support a large portion of the Yahoo product portfolio and technology infrastructure. Our product teams have expertise in consumer applications (Web/Mobile), scalable software platforms, information retrieval, machine learningand science, editorial, networking/communications technologies, and presentation layer frameworks.

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Our engineering and production teams are primarily located in our Sunnyvale, California, headquarters,Bangalore, India, and Beijing, China. Product development expenses for 2012, 2013, and 2014 totaled approximately $886 million, $1 billion, and $1.2 billion, respectively, which included stock-based compensation expense of $74 million, $83 million,and $139 million, respectively.

As part of our overall strategy, we focused onacquisitions in 2014 that help us achieve three different goals. The first is to grow our technical talent base. Second, is to enhance our technology and core products offerings. Third, is to expand audience and engagement.

We expect to make additional acquisitions and strategic investments in the future.

We manage our business geographically. The primary areas of measurement and decision-making are Americas, EMEA (Europe, Middle East, and Africa), and AsiaPacific. Additional information required by this item is incorporated herein by reference to Note 18—“Segments” of the Notes to our consolidated financial statements, which appears in Part II, Item 8 of this Annual Report on Form

We own a majority or 100 percent of all of these international operations (except in Australia, NewZealand and Japan where we have joint ventures and/or noncontrolling interests). We support these businesses through a network of offices worldwide.

Revenue is primarily attributed to individual countries according to the international online property that generated the revenue.

Information regarding risks involving our international operations is included in Part I, Item 1A “Risk Factors” of this Annual Report onForm 10-K and is incorporated herein by reference.

We sell our advertising services through threeprimary channels: field, mid-market, and reseller/small business. Our field advertising sales team sells display advertising in all markets and search advertising to premium advertisers under the Search Agreement with Microsoft. Our mid-marketchannel sells our advertising services to medium-sized businesses, while our reseller/small business channel allows us to sell advertising services to additional regional and small business advertisers. Our U.S. sales force is structured vertically,which allows us to offer customers integrated customer-centric solutions. We believe this approach allows us to provide the best solutions across all of our products based on a deeper understanding of our customers’ businesses.

In the U.S., we employ sales professionals in multiple locations, including Atlanta, Boston, Burbank, Chicago, Dallas, Detroit, Hillsboro, Los Angeles,Miami, New York, Omaha, San Francisco, and Sunnyvale. In international markets, we either have our own internal sales professionals or rely on our established sales agency relationships in more than 50 countries, regions, and territories.

No individual customer represented more than 10 percent of our revenue in 2012, 2013, or 2014. Revenue under the Search Agreement representedapproximately 25 percent, 31 percent, and 35 percent of our revenue for the years ended December 31, 2012, 2013 and, 2014, respectively.

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Internet usage is subject to seasonal fluctuations, typically declining during customary summer vacationperiods and increasing during the fourth quarter holiday period due to higher online retail activity. These seasonal patterns have affected, and we expect will continue to affect, our business and quarterly sequential revenue growth rates.

Yahoo is one of the most recognized brands in the world. Our products, services, and content enable us to attract, retain, and engage users, advertisers,and publishers. Our marketing teams engage in each step of the development, deployment, and management of products and services, and in content design. Our marketing team will help shape our offerings to better market them to our potential andexisting users.

We face significant competition from onlinesearch engines, sites offering integrated internet products and services, social media and networking sites, e-commerce sites, and broadcast and print media. We also compete with advertising networks, exchanges, demand side platforms and otherplatforms, such as Google AdSense, DoubleClick Ad Exchange, AOL’s Ad.com and Microsoft Media Network, as well as traditional media companies for a share of advertisers’ marketing budgets and in the development of the tools and systems formanaging and optimizing advertising campaigns.

Our competitors include Google, Facebook, Microsoft, and AOL. Several of our competitors offer anintegrated variety of Internet products, advertising services, technologies, online services and/or content in a manner similar to us that compete for the attention of our users, advertisers, developers and third-party Website publishers. We alsocompete with these companies to obtain agreements with third parties to promote or distribute our services. In addition, we compete with social media and networking sites which are attracting an increasing share of users, users’ online time andonline advertising dollars.

In a number of international markets, especially those in Asia, Europe, the Middle East and Latin America, we facesubstantial competition from local Internet service providers and other entities that offer search, communications, and other commercial services and often have a competitive advantage due to dominant market share in their territories, greater localbrand recognition, focus on a single market, familiarity with local tastes and preferences, or greater regulatory and operational flexibility.

Yahoo’s competitive advantage centers on the fact that we are a guide focused on making user’s digital habits inspiring andentertaining—this includes daily activities like communicating, searching, reading and sharing information. We believe our principal competitive strengths include the usefulness, accessibility, integration, and personalization of the onlineservices that we offer; the quality, personalization, and presentation of our search results; and the overall user experience on our leading premium content properties and other Yahoo Properties. Our principal competitive strengths relating toattracting advertisers and publishers are the reach, effectiveness, and efficiency of our marketing services as well as the creativity of the marketing solutions that we offer. “Reach” is the size of the audience and/or demographic thatcan be accessed through the Yahoo Network. “Effectiveness” for advertisers is the achievement of marketing objectives, which we support by developing campaigns, measuring the performance of these campaigns against their objectives, andoptimizing their objectives across the Yahoo Network. “Effectiveness” for publishers is the monetization of their online audiences. “Efficiency” is the simplicity and ease of use of the services we offer advertisers andpublishers.

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Additional information regarding competition is included in Part I, Item 1A “Risk Factors” ofthis Annual Report on Form 10-K and is incorporated herein by reference.

We create, own, and maintain a wide array ofintellectual property assets that we believe are among our most valuable assets. Our intellectual property assets include patents and patent applications related to our innovations, products and services; trademarks related to our brands, productsand services; copyrights in software and creative content; trade secrets; and other intellectual property rights and licenses of various kinds. We seek to protect our intellectual property assets through patents, copyrights, trade secrets,trademarks and laws of the U.S. and other countries, and through contractual provisions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and utilize non-disclosure agreements with third partieswith whom we conduct business in order to secure and protect our proprietary rights and to limit access to, and disclosure of, our proprietary information. We consider the Yahoo! trademark and our many related company brands to be among our mostvaluable assets, and we have registered these trademarks in the U.S. and other countries throughout the world and actively seek to protect them. We have licensed in the past, and expect that we may license in the future, certain of our technologyand proprietary rights, such as trademark, patent, copyright, and trade secret rights, to third parties.

Additional information regarding certainrisks related to our intellectual property is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K and is incorporated herein by reference.

As of December 31, 2014, we had approximately 12,500 full-time employees and fixed term contractors. Our future success is substantially dependent onthe performance of our senior management and key technical personnel, as well as our continuing ability to attract, maintain the caliber of, and retain highly qualified technical, executive, and managerial personnel. Additional information regardingcertain risks related to our employees is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K and is incorporated herein by reference.

Our Website is located athttp://www.yahoo.com. Our investor relations Website is located at http://investor.yahoo.net. We make available free of charge on our investor relations Website under “Financial Info” our Annual Reports on Form 10-K, Quarterly Reports onForm 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (“SEC”). The SEC maintainsa Website that contains reports, proxy and information statements, and other information regarding our filings at http://www.sec.gov.

Item 1A. Risk Factors

We face significant competition from online search engines, sites offering integrated internet products and services, social mediaand networking sites, e-commerce sites, and broadcast and print media. In a number of international markets, especially those in Asia, Europe, the Middle East and Latin America, we face substantial competition from local Internet service providersand other entities that offer search, communications, and other commercial services.

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Several of our competitors offer an integrated variety of Internet products, advertising services,technologies, online services and content in a manner similar to Yahoo. We compete against these and other companies to attract and retain users, advertisers, developers, and third-party Website publishers as participants in our Affiliate network,and to obtain agreements with third parties to promote or distribute our services. We also compete with social media and networking sites which are increasingly used to communicate and share information, and which are attracting a substantial andincreasing share of users, users’ online time, and online advertising dollars.

A key element of our strategy is focusing on mobile products andmobile advertising formats, as well as increasing our revenue from mobile. A number of our competitors have devoted significant resources to the development of products, services and apps for mobile devices. Several of our competitors havemobile revenue significantly greater than ours. If we are unable to develop products for mobile devices that users find engaging and that help us grow our mobile revenue, our competitive position, our financial condition and operating resultscould be harmed.

In addition, a number of competitors offer products, services and apps that directly compete for users with our offerings,including e-mail, search, video, social, sports, news, finance, micro-blogging, and messaging. Similarly, our competitors or other participants in the online advertising marketplace offer advertising exchanges, ad networks, demand side platforms, adserving technologies, sponsored search offerings, and other services that directly compete for advertisers with our offerings. Additionally, as the use of programmatic advertising continues to increase, we compete with companies that have alsoinvested in programmatic platform offerings. We also compete with traditional print and broadcast media companies to attract domestic and international advertising spending. Some of our existing competitors and possible entrants have greater brandrecognition for certain products, services and apps, more expertise in particular market segments, and greater operational, strategic, technological, financial, personnel, or other resources than we do. Many of our competitors have access toconsiderable financial and technical resources with which to compete aggressively, including by funding future growth and expansion and investing in acquisitions, technologies, and research and development. Further, emerging start-ups may be able toinnovate and provide new products, services and apps faster than we can. In addition, competitors may consolidate or collaborate with each other, and new competitors may enter the market. Some of our competitors in international markets have asubstantial competitive advantage over us because they have dominant market share in their territories, have greater local brand recognition, are focused on a single market, are more familiar with local tastes and preferences, or have greaterregulatory and operational flexibility due to the fact that we may be subject to both U.S. and foreign regulatory requirements.

If our competitorsare more successful than we are in developing and deploying compelling products or in attracting and retaining users, advertisers, publishers, developers, or distributors, our revenue and growth rates could decline.

For the twelve months endedDecember 31, 2014, 79 percent of our total revenue came from search and display advertising. Our ability to retain and grow search and display revenue depends upon:

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In most cases, our agreements with advertisers have a term of one year or less, and may be terminated at any time by theadvertiser or by us. Search marketing agreements often have payments dependent upon usage or click-through levels. Accordingly, it is difficult to forecast search and display revenue accurately. In addition, our expense levels are based in part onexpectations of future revenue, including any guaranteed minimum payments to our Affiliates in connection with search and/or display advertising, and in some cases, the expenses could exceed the revenue that we generate. The state of the globaleconomy, growth rate of the online advertising market, and availability of capital impacts the advertising spending patterns of our existing and potential advertisers. Any reduction in spending by, or loss of, existing or potential advertisers wouldnegatively impact our revenue and operating results. Further, we may be unable to adjust our expenses and capital expenditures quickly enough to compensate for any unexpected revenue shortfall.

The number of people whoaccess the Internet through mobile devices rather than a PC, including mobile telephones, smartphones and tablets, is increasing and will likely continue to increase dramatically. Over 575 million (including Tumblr) of our monthly users are nowjoining us on mobile devices. In addition, search queries are increasingly being undertaken through mobile devices. As a result, our ability to grow advertising revenue is increasingly dependent on our ability to generate revenue from ads displayedon mobile devices.

A key element of our strategy is focusing on mobile devices and we expect to continue to devote significant resources to thecreation and support of developing new and innovative mobile products, services and apps. However, if our new mobile products, services and apps, including new forms of Internet advertising for mobile devices, do not continue to attract and retainmobile users, advertisers

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and device manufacturers and to generate and grow mobile revenue, our operating and financial results will be adversely impacted. We are dependent on the interoperability of our products andservices with mobile operating systems we do not control and we may not be successful in maintaining relationships with the key participants in the mobile industry that control such mobile operating systems. The manufacturer or access provider mightpromote a competitor’s or its own products and services, impair users’ access to our services by blocking access through their devices, make it hard for users to readily discover, install, update or access our products on their devices, orcharge us for delivery of ads, or limit our ability to deliver ads or measure their effectiveness. If distributors impair access to or refuse to distribute our services or apps, or charge for or limit our ability to deliver ads or measure theeffectiveness of our ads, then our user engagement and revenue could decline.

We plan to continue to manage costs to better and more efficiently manage ourbusiness. However, our operating expenses might increase as we expand our operations in areas of desired growth, continue to develop and extend the Yahoo brand, fund product development, expand data centers, acquire additional office space, andacquire and integrate complementary businesses and technologies. If our expenses increase at a greater pace than our revenue, or if we fail to effectively manage costs, our profitability will decline.

Internet search is characterized by rapidlychanging technology, significant competition, evolving industry standards, and frequent product and service enhancements. Even though we have substantially completed the transition of paid search to Microsoft’s platform, we still need tocontinue to invest and innovate to improve our users’ search experience to continue to attract, retain, and expand our user base and paid search advertiser base. We also need to continue to invest in and innovate on the mobile searchexperience. Pursuant to the Search Agreement with Microsoft, we are also dependent on Microsoft to continue to invest and innovate to maintain and improve its algorithmic and paid search services.

We generate revenue through other online products, services and apps, and continue to innovate the products, services and apps that we offer. Theresearch and development of new, technologically advanced products is a complex process that requires significant levels of innovation and investment, as well as accurate anticipation of technology, market and consumer trends. If we are unable toprovide innovative products and services which gain user acceptance and generate significant traffic to our Websites, or if we are unable to effectively monetize the traffic from new products and services, our business could be harmed, causing ourrevenue to decline.

Under our Search Agreement with Microsoft, Microsoft is the exclusive algorithmic and paid search servicesprovider on Yahoo Properties on PCs and non-exclusive provider of such services on Affiliate sites and for mobile devices for the transitioned markets. Approximately 35 percent, 31 percent, and 25 percent of our revenue for 2014, 2013 and 2012,respectively, were attributable to the Search Agreement. Our business and operating results would be adversely affected by a significant decline in or loss of this revenue.

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Implementation of our Search Agreement with Microsoft commenced on February 23, 2010. We have completed thetransition of our algorithmic search platform to Microsoft’s platform and have substantially completed transition of paid search. Pursuant to the Search Agreement with Microsoft, to maintain and grow search revenue, we are dependent onMicrosoft continuing to invest and innovate to maintain and improve its algorithmic and paid search services and to be competitive with other search providers. If Microsoft fails to do this, our revenue and profitability could decline and ourability to maintain and expand our relationships with Affiliates for search and paid search advertising could be negatively impacted. Further, our competitors may continue to increase revenue, profitability, and market share at a higher rate than wedo.

In addition to other termination rights, as of February 23, 2015 (the fifth anniversary of the commencement date of the Search Agreement),for a period of 30 days following such date, the Company has the right to terminate the Search Agreement if the trailing 12-month average of the Company’s revenue per search in the United States (the “U.S. RPS”) on YahooProperties is less than a specified percentage of Google’s trailing 12-month estimated average U.S. RPS, excluding, in each case, mobile devices. Termination of the Search Agreement, or disputes with Microsoft related to a termination of theSearch Agreement, could have an adverse impact on our business, revenue and operating results.

We have announced a plan for a spin-off of all of our remaining holdings in Alibaba Group and a current operatingbusiness of Yahoo, Yahoo Small Business, into a newly formed independent registered investment company (referred to as “SpinCo”). The stock of SpinCo will be distributed pro rata to our stockholders, resulting in SpinCo becoming a separatepublicly traded registered investment company.

The completion of the spin-off is subject to certain conditions, including final approval by ourBoard, receipt of a favorable ruling from the Internal Revenue Service with respect to certain aspects of the transaction and a legal opinion with respect to the tax-free treatment of the transaction under U.S. federal tax laws and regulations, theeffectiveness of an applicable registration statement with the Securities and Exchange Commission, and compliance with the requirements under the Investment Company Act of 1940. Possible delays or the failure in satisfying the above-describedconditions or other factors, including adverse regulatory developments or determinations or adverse changes in, or interpretations of, U.S. or foreign tax laws, rules or regulations, or required third party consents, could delay or preventcompletion of the proposed spin-off or cause the terms of the proposed spin-off to be materially modified. In addition, we expect that the process of completing the proposed spin-off will involve dedication of significant resources and theincurrence of significant costs and expenses. Further, there can be no assurance that the expected benefits from the proposed spin-off to Yahoo and its stockholders will be realized.

Our future success depends in part on our ability to aggregate compelling content and deliver that contentthrough our online properties. We license from third parties much of the content and services on our online properties, such as news, stock quotes, weather, video, and maps. In addition, our users also contribute content to us. We believe that userswill increasingly demand high-quality content and services. We may need to make substantial payments to third parties from whom we

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license or acquire such content or services. Our ability to maintain and build relationships with such third-party providers is critical to our success. In addition, as users increasingly accessthe Internet via mobile and other alternative devices, we may need to enter into amended agreements with existing third-party providers to cover the new devices. We may be unable to enter into new, or preserve existing, relationships with thethird-parties whose content or services we seek to obtain. In addition, as competition for compelling content increases both domestically and internationally, our third-party providers may increase the prices at which they offer their content andservices to us, stop offering their content or services to us, or offer their content and services on terms that are not agreeable to us. An increase in the prices charged to us by third-party providers could harm our operating results and financialcondition. Further, because many of our content and services licenses with third parties are non-exclusive, other media providers may be able to offer similar or identical content. This increases the importance of our ability to deliver compellingeditorial content and personalization of this content for users in order to differentiate Yahoo from other businesses. If we are unable to license or acquire compelling content at reasonable cost, if other companies distribute content or servicesthat are similar to or the same as that provided by us, if we do not develop or commission compelling editorial content (including personalized content), or if we do not receive compelling content from our users, the number of users of our servicesmay not grow as anticipated, or may decline, or users’ level of engagement with our services may decline, all or any of which could harm our operating results.

We have acquired, and have made strategic investments in, a number of companies (including through joint ventures) inthe past, and we expect to make additional acquisitions and strategic investments in the future. Such transactions may result in use of our cash resources, dilutive issuances of our equity securities, or incurrence of debt. Such transactions mayalso result in amortization expenses related to intangible assets. Our acquisitions and strategic investments to date were accompanied by a number of risks, including:

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We are likely to experience similar risks in connection with our futureacquisitions and strategic investments. Our failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions and strategic investments could cause us to fail to realize theanticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business generally.

We are required under generally accepted accounting principlesto test goodwill for impairment at least annually and to review our amortizable intangible assets, investments in equity interests (including investments held by any equity method investee), and our other investments, for impairment when events orchanges in circumstance indicate the carrying value may not be recoverable. Factors that could lead to impairment of goodwill, amortizable intangible assets (including goodwill or assets acquired via acquisitions) and other investments includesignificant adverse changes in the business climate and actual or projected operating results (affecting our company as a whole or affecting any particular reporting unit) and declines in the financial condition of our business. Factors that couldlead to impairment of investments in equity interests include a prolonged period of decline in the stock price or operating performance of, or an announcement of adverse changes or events by, the companies in which we invested or the investmentsheld by those companies. Factors that could lead to an impairment of U.S. government securities, which constitute a significant portion of our current assets, include any downgrade of U.S. government debt or concern about the creditworthiness of theU.S. government. We have recorded and may be required in the future to record additional charges to earnings if our goodwill, amortizable intangible assets, investments in equity interests, including investments held by any equity method investee,or other investments become impaired. Any such charge would adversely impact our financial results.

Maintaining and enhancing our brands is an important aspect of our efforts to attract and expand our user, advertiser, and Affiliate base. We believethat the importance of brand recognition will increase due to the relatively low barriers to entry in certain portions of the Internet market. Maintaining and enhancing our brands will depend largely on our ability to provide high-quality,innovative products, and services, which we might not do successfully. We have spent and expect to spend considerable money and resources on the establishment and maintenance of our brands, as well as advertising, marketing, and other brand-buildingefforts to preserve and enhance consumer awareness of our brands. Our brands may be negatively impacted by a number of factors such as service outages, product malfunctions, data protection and security issues, exploitation of our trademarks byothers without permission, and poor presentation or integration of our search marketing offerings by Affiliates on their sites or in their software and services.

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Further, while we attempt to ensure that the quality of our brands is maintained by our licensees, ourlicensees might take actions that could impair the value of our brands, our proprietary rights, or the reputation of our products and media properties. If we are unable to maintain or enhance our brands in a cost-effective manner, or if we incurexcessive expenses in these efforts, our business, operating results and financial condition could be harmed.

We areregularly involved in claims, suits, government investigations, and proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, privacy, consumer protection, information security,data protection or law enforcement matters, tax matters, labor and employment claims, commercial claims, as well as actions involving content generated by our users, stockholder derivative actions, purported class action lawsuits, and other matters.Such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, such legal proceedings can have an adverse impact on us because of legal costs,diversion of management and other personnel, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consentdecrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect ourbusiness, operating results, and financial condition. See Note 12—“Commitments and Contingencies” in the Notes to our consolidated financial statements.

On May 15, 2013, the Superior Court of Justice for the Federal District of Mexico reversed a judgment of U.S. $2.75 billion that had been enteredagainst us and our subsidiary, Yahoo! Mexico, in a lawsuit brought by plaintiffs Worldwide Directories S.A. de C.V. and Ideas Interactivas, S.A. de C.V. On January 14, 2015, the plaintiffs’ appeal of that decision was denied. OnFebruary 16, 2015, the plaintiffs filed a petition for review by the Supreme Court of Mexico, where review is limited to constitutional questions under Mexican law. We believe there is no basis for such review in the matter; however, we cannotassure the ultimate outcome of the matter. If we are ultimately required to pay all or a significant portion of the judgment, together with any potential additional damages, interests and costs, it would have a material adverse effect on ourfinancial condition, results of operations and cash flows. We will also be required to record an accrual for the judgment if we should determine in the future that it is probable that we will be required to pay the judgment.

We create, own, and maintain a wide array of copyrights, patents, trademarks, trade dress,trade secrets, rights to domain names and other intellectual property assets which we believe are collectively among our most valuable assets. We seek to protect our intellectual property assets through patent, copyright, trade secret, trademark,and other laws of the U.S. and other countries of the world, and through contractual provisions. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient or effective at stoppingunauthorized use of those rights. Protection of the distinctive elements of Yahoo might not always be available under copyright law or trademark law, or we might not discover or determine the full extent of any unauthorized use of our copyrights andtrademarks in order to protect our rights. In addition, effective trademark, patent, copyright, and trade secret protection might not be available or cost-effective in every country in which our products and media properties are distributed or madeavailable through the Internet. Changes in patent law, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our

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innovations. In particular, recent amendments to the U.S. patent law may affect our ability to protect our innovations and defend against claims of patent infringement. Further, given the costsof obtaining patent protection, we might choose not to protect (or not to protect in some jurisdictions) certain innovations that later turn out to be important. There is also a risk that the scope of protection under our patents may not besufficient in some cases or that existing patents may be deemed invalid or unenforceable. To help maintain our trade secrets, we have entered into confidentiality agreements with most of our employees and contractors, and confidentiality agreementswith many of the parties with whom we conduct business, in order to limit access to and disclosure of our proprietary information. If these confidentiality agreements are breached it could compromise our trade secrets and cause us to lose anycompetitive advantage provided by those trade secrets.

If we are unable to protect our proprietary rights from unauthorized use, the value of ourintellectual property assets may be reduced. In addition, protecting our intellectual property and other proprietary rights is expensive and time consuming. Any increase in the unauthorized use of our intellectual property could make it moreexpensive to do business and consequently harm our operating results.

Internet, technology, media, and patent holding companies often possess a significant number of patents. Further, many of thesecompanies and other parties are actively developing or purchasing search, indexing, electronic commerce, and other Internet-related technologies, as well as a variety of online business models and methods.

We believe that these parties will continue to take steps such as seeking patent protection to protect these technologies. In addition, patent holdingcompanies may continue to seek to monetize patents they have purchased or otherwise obtained. As a result, disputes regarding the ownership of technologies and rights associated with online businesses are likely to continue to arise in the future.From time to time, parties assert patent infringement claims against us. Currently, we are engaged in a number of lawsuits regarding patent issues and have been notified of a number of other potential disputes.

In addition to patent claims, third parties have asserted, and are likely in the future to assert, claims against us alleging infringement of copyrights,trademark rights, trade secret rights or other proprietary rights, or alleging unfair competition, violation of federal or state statutes or other claims, including alleged violation of international statutory and common law. In addition, thirdparties have made, and may continue to make, infringement and related claims against us over the display of content or search results triggered by search terms, including the display of advertising, that include trademark terms.

As we expand our business and develop new technologies, products and services, we may become increasingly subject to intellectual property infringementand other claims, including those that may arise under international laws. In the event that there is a determination that we have infringed third-party proprietary rights such as patents, copyrights, trademark rights, trade secret rights, or otherthird-party rights such as publicity and privacy rights, we could incur substantial monetary liability, or be required to enter into costly royalty or licensing agreements or be prevented from using such rights, which could require us to change ourbusiness practices in the future, hinder us from offering certain features, functionalities, products or services, require us to develop non-infringing products or technologies, and limit our ability to compete effectively. We may also incursubstantial expenses in

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defending against third-party claims regardless of the merit of such claims. In addition, many of our agreements with our customers or Affiliates require us to indemnify them for some types ofthird-party intellectual property infringement claims, which could increase our costs in defending such claims and our damages. Furthermore, such customers and Affiliates may discontinue the use of our products, services, and technologies either asa result of injunctions or otherwise. The occurrence of any of these results could harm our brands or have an adverse effect on our business, financial position, operating results, and cash flows.

Ourproducts and services involve the storage and transmission of Yahoo’s users’ and customers’ personal and proprietary information in our facilities and on our equipment, networks and corporate systems. Security breaches expose us to arisk of loss of this information, litigation, remediation costs, increased costs for security measures, loss of revenue, damage to our reputation, and potential liability. Outside parties may attempt to fraudulently induce employees, users, orcustomers to disclose sensitive information to gain access to our data or our users’ or customers’ data. In addition, hardware, software or applications we procure from third parties may contain defects in design or manufacture or otherproblems that could unexpectedly compromise network and data security. Security breaches or unauthorized access have resulted in and may in the future result in a combination of significant legal and financial exposure, increased remediation andother costs, damage to our reputation and a loss of confidence in the security of our products, services and networks that could have an adverse effect on our business. We take steps to prevent unauthorized access to our corporate systems, however,because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a triggering event, we may be unable to anticipate these techniques or implementadequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose users and customers.

Federal, state, and international laws and regulations govern the collection, use,retention, disclosure, sharing and security of data that we receive from and about our users. The use of consumer data by online service providers and advertising networks is a topic of active interest among federal, state, and internationalregulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification to users where there is a security breach for personal data, such as California’s Information Practices Act. We face similarrisks in international markets where our products, services and apps are offered. Any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any federal, state, or internationalprivacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to the Yahoobrands, and a loss of users, advertising partners, or Affiliates, any of which could potentially have an adverse effect on our business.

Inaddition, various federal, state and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data-retention and data-protection issues, including laws or regulations mandating disclosure todomestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with users. For example, some countries are considering laws mandating that user data regarding users in their

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country be maintained in their country. Having to maintain local data centers in individual countries could increase our operating costs significantly. The interpretation and application ofprivacy, data protection and data retention laws and regulations are often uncertain and in flux in the U.S. and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our currentpolicies and practices, complicating long-range business planning decisions. If privacy, data protection or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices we may be fined orordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in amanner adverse to our business and operating results.

Delays or disruptions to our service, or the loss or compromiseof data, could result from a variety of causes, including the following:

Prolonged delays or disruptions to our service could result in a loss of users, damage to our brands, legal costs or liability,and harm to our operating results.

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We are subject to numerous U.S. and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations, changes inexisting laws and regulations or the interpretation of them, our introduction of new products or forms of advertising (such as native advertising), or an extension of our business into new areas, could increase our future compliance costs, make ourproducts and services less attractive to our users, or cause us to change or limit our business practices. We may incur substantial expenses to comply with laws and regulations or defend against a claim that we have not complied with them. Further,any failure on our part to comply with any relevant laws or regulations may subject us to significant civil or criminal liabilities, penalties, and negative publicity.

The application of existing domestic and international laws and regulations to us relating to issues such as user privacy and data protection, security,defamation, pricing, advertising, taxation, gambling, sweepstakes, promotions, billing, real estate, consumer protection, accessibility, content regulation, quality of services, law enforcement demands, telecommunications, mobile, television, andintellectual property ownership and infringement in many instances is unclear or unsettled. Further, the application to us or our subsidiaries of existing laws regulating or requiring licenses for certain businesses of our advertisers can beunclear. U.S. export control laws and regulations also impose requirements and restrictions on exports to certain nations and persons and on our business. Internationally, we may also be subject to laws regulating our activities in foreign countriesand to foreign laws and regulations that are inconsistent from country to country.

The Digital Millennium Copyright Act (“DMCA”) isintended, in part, to limit the liability of eligible online service providers for caching, hosting, listing or linking to, third-party Websites or user content that include materials that give rise to copyright infringement. Portions of theCommunications Decency Act (“CDA”) are intended to provide statutory protections to online service providers who distribute third-party content. We rely on the protections provided by both the DMCA and the CDA in conducting our business,and may be adversely impacted by future legislation and future judicial decisions altering these safe harbors or if international jurisdictions refuse to apply similar protections.

Various U.S. and international laws restrict the distribution of materials considered harmful to children and impose additional restrictions on theability of online services to collect information from minors. These laws currently impose restrictions and requirements on our business, and future federal, state or international laws and legislative efforts designed to protect children on theInternet may impose additional requirements on us.

Revenue generated and expenses incurred by our international subsidiaries andany equity method investee are often denominated in the currencies of the local countries. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of ourinternational subsidiaries and any equity method investee are translated from local currencies into U.S. dollars. Our financial results are also subject to changes in exchange rates that impact the settlement of transactions in non-local currencies.The carrying values of our equity investments in any equity investee are also subject to fluctuations in the exchange rates of foreign currencies.

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We use derivative instruments, such as foreign currency forward contracts and options, to partially offsetcertain exposures to fluctuations in foreign currency exchange rates. The use of such instruments may not offset any, or more than a portion, of the adverse financial effects of unfavorable movements in foreign currency exchange rates. Any losses onthese instruments that we experience may adversely impact our financial results, cash flows and financial condition. Further, we hedge a portion of our net investment in Yahoo Japan Corporation (“Yahoo Japan”) with currency forwardcontracts and option contracts. If the Japanese yen has appreciated at maturity beyond the contract execution rate, we would be required to settle the contract by making a cash payment which could be material and could adversely impact our cashflows and financial condition. See Part II, Item 7A—“Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report.

In addition to uncertainty about our ability to continue to generate revenue from our foreign operations andexpand our international market position, there are additional risks inherent in doing business internationally (including through our international joint ventures), including:

We are subject to numerous and sometimes conflicting U.S. and foreign laws and regulations which increaseour cost of doing business. Violations of these complex laws and regulations that apply to

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our international operations could result in damage awards, fines, criminal actions, sanctions, or penalties against us, our officers or our employees, prohibitions on the conduct of our businessand our ability to offer products and services, and damage to our reputation. Although we have implemented policies and procedures designed to promote compliance with these laws, there can be no assurance that our employees, contractors, or agentswill not violate our policies. These risks inherent in our international operations and expansion increase our costs of doing business internationally and could result in harm to our business, operating results, and financial condition.

We host and provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange information;upload or otherwise generate photos, videos, text, and other content; advertise products and services; conduct business; and engage in various online activities both domestically and internationally. The law relating to the liability of providers ofonline services and products for activities of their users is currently unsettled both within the U.S. and internationally. As a publisher and producer of original content, we may be subject to claims such as copyright, libel, defamation or improperuse of publicity rights, as well as other infringement claims such as plagiarism. Claims have been threatened and brought against us for defamation, negligence, breaches of contract, plagiarism, copyright and trademark infringement, unfaircompetition, unlawful activity, tort, including personal injury, fraud, or other theories based on the nature and content of information which we publish or to which we provide links or that may be posted online or generated by us or by thirdparties, including our users. In addition, we have been and may again in the future be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within ourservices violates laws in domestic and international jurisdictions. We arrange for the distribution of third-party advertisements to third-party publishers and advertising networks, and we offer third-party products, services, or content, such asstock quotes and trading information, under the Yahoo brand or via distribution on Yahoo Properties. We may be subject to claims concerning these products, services, or content by virtue of our involvement in marketing, branding, broadcasting, orproviding access to them, even if we do not ourselves host, operate, provide, or provide access to these products, services, or content. While our agreements with respect to these products, services, and content may provide that we will beindemnified against such liabilities, the ability to receive such indemnification may be disputed, could result in substantial costs to enforce or defend, and depends on the financial resources of the other party to the agreement, and any amountsreceived might not be adequate to cover our liabilities or the costs associated with defense of such proceedings. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, mayresult in monetary liabilities or penalties, and may require us to change our business in an adverse manner.

It is also possible that if anyinformation provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer Web-based e-mail services, which expose us to potential risks, such as liabilities orclaims, by our users and third parties, resulting from unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail, alleged violations of policies, property interests, or privacy protections, including civil or criminallaws, or interruptions or delays in e-mail service. We may also face purported consumer class actions or state actions relating to our online services, including our fee-based services (particularly in connection with any decision to discontinue afee-based service). In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating and defending these types of claims are expensive, even if the claims are without merit or do not ultimately result in liability, and couldsubject us to significant monetary liability or cause a change in business practices that could negatively impact our ability to compete.

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Our business is dependent on our ability to recruit, hire, motivate, and retaintalented, highly skilled personnel. Achieving this objective may be difficult due to many factors, including the intense competition for such highly skilled personnel in the San Francisco Bay Area and other metropolitan areas where our offices arelocated; fluctuations in global economic and industry conditions; competitors’ hiring practices; and the effectiveness of our compensation programs. If we do not succeed in retaining and motivating our existing key employees, and in attractingnew key personnel, we may be unable to meet our business plan and as a result, our revenue and profitability may decline.

We enter into distribution arrangements with third parties such as operators of third-party Websites, online networks, softwarecompanies, electronics companies, computer manufacturers, Internet service providers and others to promote or supply our services to their users. For example:

In some markets, we depend on a limited number of distribution arrangements for a significantpercentage of our user activity. A failure by our distributors to attract or retain their user bases would negatively impact our user activity and, in turn, reduce our revenue. In some cases, device manufacturers may be unwilling to pay fees toYahoo in order to distribute Yahoo services or may be unwilling to distribute Yahoo services.

In the future, as new methods for accessing theInternet and our services become available, including through alternative devices, we may need to enter into amended distribution agreements with existing access providers, distributors, and manufacturers to cover the new devices and newarrangements. We face a risk that existing and potential new access providers, distributors, and manufacturers may decide not to offer distribution of our services on reasonable terms, or at all.

Distribution agreements often involve revenue sharing. Competition to enter into distribution arrangements has caused and may in the future cause ourtraffic acquisition costs to increase. In some cases, we guarantee distributors a minimum level of revenue and, as a result, run a risk that the distributors’ performance (in terms of ad impressions, toolbar installations, etc.) might not besufficient to otherwise earn their minimum payments, in which case our payments could exceed the revenue that we receive. In other cases, we agree that if the distributor does not realize specified minimum revenue we will adjust thedistributor’s revenue-share percentage or provide make-whole arrangements.

Some of our distribution agreements are not exclusive, have a shortterm, are terminable at will, or are subject to early termination provisions. The loss of distributors, increased distribution costs, or the renewal of distribution agreements on significantly less favorable terms may cause our revenue to decline.

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We present key metricssuch as unique users, number of Ads Sold, number of Paid Clicks, Search click-driven revenue, Price-per-Click and Price-per-Ad that are calculated using internal company data. We periodically review, refine and update our methodologies formonitoring, gathering, and calculating these metrics.

While our metrics are based on what we believe to be reasonable measurements andmethodologies, there are inherent challenges in deriving our metrics across large online and mobile populations around the world. In addition, our user metrics may differ from estimates published by third parties or from similar metrics of ourcompetitors due to differences in methodology.

If advertisers or publishers do not perceive our metrics to be accurate, or if we discover materialinaccuracies in our metrics, it could negatively affect our reputation, business and financial results.

As some of the most visited sites on the Internet, Yahoo Properties deliver a significant number of products, services, page views, and advertisingimpressions to users around the world. We expect our products and services to continue to expand and change significantly and rapidly in the future to accommodate new technologies, new devices, new Internet advertising solutions, and new means ofcontent delivery.

In addition, widespread adoption of new Internet, networking or telecommunications technologies, or other technological orplatform changes, could require substantial expenditures to modify or adapt our services or infrastructure. The technology architectures and platforms utilized for our services are highly complex and may not provide satisfactory security features orsupport in the future, as usage increases and products and services expand, change, and become more complex. In the future, we may make additional changes to our existing, or move to completely new, architectures, platforms and systems, such as thechanges we have made in response to the increased use of mobile devices such as tablets and smartphones. Such changes may be technologically challenging to develop and implement, may take time to test and deploy, may cause us to incur substantialcosts or data loss, and may cause changes, delays or interruptions in service. These changes, delays, or interruptions in our service may cause our users, Affiliates and other advertising platform participants to become dissatisfied with our serviceor to move to competing providers or seek remedial actions or compensation. Further, to the extent that demands for our services increase, we will need to expand our infrastructure, including the capacity of our hardware servers and thesophistication of our software. This expansion is likely to be expensive and complex and require additional technical expertise. As we acquire users who rely upon us for a wide variety of services, it becomes more technologically complex and costlyto retrieve, store, and integrate data that will enable us to track each user’s preferences. Any difficulties experienced in adapting our architectures, platforms and infrastructure to accommodate increased traffic, to store user data, andtrack user preferences, together with the associated costs and potential loss of traffic, could harm our operating results, cash flows from operations, and financial condition.

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We rely on third parties to provide the technologies that we use to deliver the majority of the content, advertising, and services to our users. Therecan be no assurance that these providers will continue to license their technologies or intellectual property to us on reasonable terms, or at all. Providers may change the fees they charge users or otherwise change their business model in a mannerthat slows the widespread acceptance of their technologies. In order for our services to be successful, there must be a large base of users of the technologies necessary to deliver our content, advertising, and services. We have limited or nocontrol over the availability or acceptance of those technologies, and any change in the licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business.

Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to workeffectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, andgovernment-owned service providers. Some of these providers may take, or have stated that they may take, measures that could degrade, disrupt, or increase the cost of user access to certain of our products by restricting or prohibiting the use oftheir infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings. Such interference could result in a loss of existing users and advertisers, and increased costs, and could impairour ability to attract new users and advertisers, thereby harming our revenues and growth. The adoption of any laws or regulations that limit access to the Internet by blocking, degrading or charging access fees to us or our users for certainservices could decrease the demand for, or the usage of, our products, services and apps, increase our cost of doing business and adversely affect our operating results.

Technologies,tools, software, and applications (including new and enhanced Web browsers) have been developed and are likely to continue to be developed that can block or allow users to opt out of display, search, and interest-based advertising and content,delete or block the cookies used to deliver such advertising, or shift the location in which advertising appears on pages so that our advertisements do not show up in the most monetizable places on our pages or are obscured. Most of our revenue isderived from fees paid by advertisers in connection with the display of graphical and non-graphical advertisements or clicks on search advertisements on Web pages. As a result, the adoption of such technologies, tools, software, and applicationscould reduce the number of search and display advertisements that we are able to deliver and/or our ability to deliver interest-based advertising and this, in turn, could reduce our advertising revenue and operating results.

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If we are unable to effectively manage a large and geographically dispersed group ofemployees or to anticipate our future growth, our business may be adversely affected. As we change and expand our business, we must also expand and adapt our operational infrastructure. Our business relies on data systems, billing systems, andfinancial reporting and control systems, among others. All of these systems have become increasingly complex in the recent past due to the growing complexity of our business, acquisitions of new businesses with different systems, and increasedregulation over controls and procedures. To manage our business in a cost-effective manner, we will need to continue to upgrade and improve our data systems, billing systems, and other operational and financial systems, procedures, and controls. Insome cases, we are outsourcing administrative functions to lower-cost providers. These upgrades, improvements and outsourcing changes will require a dedication of resources and in some cases are likely to be complex. If we are unable to adapt oursystems and put adequate controls in place in a timely manner, our business may be adversely affected. In particular, sustained failures of our billing systems to accommodate increasing numbers of transactions, to accurately bill users andadvertisers, or to accurately compensate Affiliates could adversely affect the viability of our business model.

We offer fee-based enhancements for many of our freeservices. The development cycles for these technologies are long and generally require investment by us. We have invested and will continue to invest in premium products, services and apps. Some of these premium products, services and apps might notgenerate anticipated revenue or might not meet anticipated user adoption rates. We have previously discontinued some non-profitable premium services and may discontinue others. General economic conditions as well as the rapidly evolving competitivelandscape may affect users’ willingness to pay for such premium services. If we cannot generate revenue from our premium services that are greater than the cost of providing such services, our operating results could be harmed.

We are subject to income taxes and other taxes in both the U.S. and the foreign jurisdictions in which we currentlyoperate or have historically operated. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. Our income taxes could be adversely affected by earnings beinglower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes intax laws, regulations, or accounting principles.

In the ordinary course of our business, there are many transactions and calculations where theultimate tax determination is uncertain. As a U.S. multinational corporation, we are subject to changing tax laws both within and outside of the U.S. We cannot predict the form or timing of potential legislative changes, but any newly enacted taxlaw could have a material adverse impact on our tax expense and cash flow. For example, several jurisdictions have sought to increase revenues by imposing new taxes on internet advertising or increasing general business taxes.

We earn a material amount of our income from outside the U.S. As of December 31, 2014, we had undistributed foreign earnings of approximately $2.9billion, principally related to our equity method

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investment in Yahoo Japan. While we do not currently anticipate repatriating these earnings, any repatriation of funds in foreign jurisdictions to the U.S. could result in higher effective taxrates for us and subject us to significant additional U.S. income tax liabilities.

We are subject to regular review and audit by both domestic andforeign tax authorities as well as subject to the prospective and retrospective effects of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the taxamounts recorded in our consolidated financial statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made.

A large amountof information on the Internet is provided in proprietary document formats. These proprietary document formats may limit the effectiveness of search technology by preventing the technology from accessing the content of such documents. The providersof the software applications used to create these documents could engineer the document format to prevent or interfere with the process of indexing the document contents with search technology. This would mean that the document contents would not beincluded in search results even if the contents were directly relevant to a search. The software providers may also seek to require us to pay them royalties in exchange for giving us the ability to search documents in their format. If the searchplatform technology we employ is unable to index proprietary format Web documents as effectively as our competitors’ technology, usage of our search services might decline, which could cause our revenue to fall.

Advertising expenditures tend to be cyclical, reflecting overall economicconditions and budgeting and buying patterns. Since we derive most of our revenue from advertising, adverse macroeconomic conditions have caused, and future adverse macroeconomic conditions could cause, decreases or delays in advertising spendingand negatively impact our advertising revenue and short-term ability to grow our revenue. Further, any decreased collectability of accounts receivable or early termination of agreements, whether resulting from customer bankruptcies or otherwise dueto adverse macroeconomic conditions, could negatively impact our results of operations.

The trading price of our common stockhas been and may continue to be subject to broad fluctuations. During the twelve months ended December 31 2014, the closing sale price of our common stock on the NASDAQ Global Select Market ranged from $32.87 to $52.37 per share and the closingsale price on February 13, 2015 was $44.42 per share. Our stock price may fluctuate in response to a number of events and factors, such as variations in quarterly operating results or announcements of technological innovations, significanttransactions, or new features, products or services by us or our competitors; changes in financial estimates and recommendations by securities analysts; the operating and stock price performance of, or other developments involving, other companiesthat investors may deem comparable to us; trends in our industry; general economic conditions; and the operating performance and market valuation of Alibaba Group and Yahoo Japan Corporation in which we have investments. The equity valuation of ourinvestment in Yahoo Japan Corporation may be impacted due to fluctuations in foreign currency exchange rates. We present our

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investment in Alibaba Group on our consolidated balance sheet as an available-for-sale marketable security. Consequently, the carrying value of this investment on our consolidated balance sheetwill vary over time and fluctuations in its valuation may cause our stock price to fluctuate.

In addition, the stock market in general, and themarket prices for companies in our industry, have experienced volatility that often has been unrelated to operating performance. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operatingperformance. A decrease in the market price of our common stock would likely adversely impact the trading price of the 0.00% Convertible Senior Notes due 2018 that we issued in November 2013 (the “Notes”). Volatility or a lack of positiveperformance in our stock price may also adversely affect our ability to retain key employees who have been granted stock options or other stock-based awards. A sustained decline in our stock price and market capitalization could lead to animpairment charge to our long-lived assets.

Our Board has the authority to issue up to 10 million shares ofpreferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. The rights of the holders of our common stock may besubject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock may have the effect of delaying, deterring or preventing a change in control of Yahoowithout further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock.

Some provisionsof our charter documents, including provisions eliminating the ability of stockholders to take action by written consent and limiting the ability of stockholders to raise matters at a meeting of stockholders without giving advance notice, may havethe effect of delaying or preventing changes in control or changes in our management, which could have an adverse effect on the market price of our stock and the value of the $1.4375 billion aggregate principal amount of the Notes we issued inNovember 2013. In addition, our charter documents do not permit cumulative voting, which may make it more difficult for a third-party to gain control of our Board. Further, we are subject to the anti-takeover provisions of Section 203 of theDelaware General Corporation Law, which will prohibit us from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became aninterested stockholder, even if such combination is favored by a majority of stockholders, unless the business combination is approved in a prescribed manner. The application of Section 203 also could have the effect of delaying or preventing achange in control of us.

Any of these provisions could, under certain circumstances, depress the market price of our common stock and the Notes.

In theevent the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect tosatisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the paymentof cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert

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their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, whichwould result in a material reduction of our net working capital.

Holders of the Notes will have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change at arepurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any. We may not have enough available cash or be able to obtain financing at the time we are required to makerepurchases of Notes surrendered therefore, or pay cash with respect to Notes being converted if we elect not to issue shares, which could harm our reputation and affect the trading price of our common stock.

In connection with the pricing of the Notes, we entered into note hedge transactions with the option counterparties. The note hedge transactions aregenerally expected to reduce the potential dilution upon conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be. We also entered into warranttransactions with the option counterparties. However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of our common stock exceeds the applicable strike price of the warrants.

In connection with establishing their initial hedge of the note hedge and warrant transactions, the option counterparties or their respective affiliateshave purchased shares of our common stock and/or entered into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the Notes. In addition, the option counterparties or their respectiveaffiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to thematurity of the Notes (and are likely to do so during any observation period related to a conversion of Notes or following any repurchase of Notes by us on any fundamental repurchase date or otherwise). This activity could cause or avoid an increaseor a decrease in the market price of our common stock or the Notes.

While we did not solicit a credit rating on the Company or on the Notes, onerating service has rated both the Notes and the Company. If that rating service announces its intention to put the Company or the Notes on credit watch or lowers its rating on the Company or the Notes below any rating initially assigned to theCompany or the Notes, the trading price of the Notes could decline.

In May2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement), which hassubsequently been codified as Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options, which we refer to as Under ASC 470-20, an entity mustseparately account for the liability and equity components of the convertible debt instruments (such as the Notes) that may be settled entirely or

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partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component isrequired to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity component would be treated as debt discount for purposes of accounting for the debtcomponent of the Notes. As a result, we will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the Notes to their face amount over theterm of the Notes. We will report lower net income in our financial results because ASC 470-20 will require interest to include the current period’s amortization of the debt discount, which could adversely affect our reported or futurefinancial results, the trading price of our common stock and the trading price of the Notes.

In addition, under certain circumstances, convertibledebt instruments (such as the Notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the Notes are not included in thecalculation of diluted earnings per share except to the extent that the conversion value of the Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as ifthe number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of thetreasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes, then our diluted earnings per share would be adversely affected.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our headquarters is located in Sunnyvale, California and consists of owned space aggregating approximately one million square feet. We also leaseoffice space in Argentina, Australia, Brazil, Canada, China, France, Germany, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Jordan, Mexico, New Zealand, Norway, the Philippines, Singapore, Spain, Switzerland, Taiwan, the United ArabEmirates, and the United Kingdom. In the United States, we lease offices in various locations, including Atlanta, Boston, Champaign, Chicago, Dallas, Detroit, Hillsboro, the Los Angeles Area, Miami, New York, Omaha, San Francisco, and Washington,D.C. Our data centers are operated in locations in the United States, Brazil, Europe, and Asia.

We believe that our existing facilities are adequateto meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional sales offices.

Item 3. Legal Proceedings

For adescription of our material legal proceedings, see “Legal Contingencies” in Note 12—“Commitments and Contingencies” in the Notes to our consolidated financial statements, which is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market forRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Yahoo! Inc. common stockis quoted on the NASDAQ Global Select Market under the symbol “YHOO.” The following table sets forth the range of high and low per share sales prices as reported for each period indicated:

We had 9,383 stockholders of record as ofFebruary 13, 2015.

We have not declared or paid any cashdividends on our common stock. We presently do not have plans to pay any cash dividends in the near future.

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Share repurchase activity during the threemonths ended December 31, 2014 was as follows:

See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” of this Annual Report on Form 10-K for additional information regarding share repurchases. See also Note 13—“Stockholders’ Equity” in the Notes to our consolidated financial statements for additionalinformation.

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This performance graph shall not be deemed“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by referenceinto any filing of Yahoo! Inc. under the Securities Act or the Exchange Act.

The following graph compares, for the five-year period endedDecember 31, 2014, the cumulative total stockholder return for Yahoo’s common stock, the NASDAQ 100 Index, the Standard & Poor’s North American Technology-Internet Index (the “S&P Internet”), and theStandard & Poor’s 500 Stock Index (the “S&P 500”). Measurement points are the last trading day of each of Yahoo’s fiscal years ended December 31, 2010, December 31, 2011, December 31, 2012,December 31, 2013, and December 31, 2014. The graph assumes that $100 was invested at the market close on December 31, 2009 in the common stock of Yahoo, the NASDAQ 100 Index, the S&P Internet, and the S&P 500 and assumesreinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

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Item 6. Selected Financial Data

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto and“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K. The consolidated statements of income data and the consolidated balance sheets data forthe years ended, and as of, December 31, 2010, 2011, 2012, 2013, and 2014 are derived from our audited consolidated financial statements.

Consolidated Statements of Income Data:

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Consolidated Balance Sheets Data:

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to current and historicalinformation, this Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our future operations, prospects, potential products, services,developments, and business strategies. These statements can, in some cases, be identified by the use of terms such as “may,” “will,” “should,” “could,” “would,” “intend,”“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” or “continue,” the negative of such terms, or other comparableterminology. This Annual Report on Form 10-K includes, among others, forward-looking statements regarding our:

These statements involve certain knownand unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. You are urged to carefully review the disclosures made concerning risks and uncertaintiesthat may affect our business or operating results, which include, among others, those listed in Part 1, Item 1A “Risk Factors” of this Annual Report on Form 10-K. We do not intend, and undertake no obligation, to update or revise anyof our forward-looking statements after the date of this Annual Report on Form 10-K to reflect new information, actual results or future events or circumstances.

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Yahoo! Inc., together with its consolidatedsubsidiaries (“Yahoo,” the “Company,” “we,” or “us”), is a guide focused on making users’ digital habits inspiring and entertaining. By creating highly personalized experiences for our users, we keeppeople connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. For advertisers, the opportunity to be a part ofusers’ digital habits across products and platforms is a powerful tool to engage audiences and build brand loyalty. Advertisers can build their businesses by advertising to targeted audiences on our online properties and services (“YahooProperties”) or through a distribution network of third-party entities (“Affiliates”) who integrate our advertising offerings into their Websites or other offerings (“Affiliate sites”). Our revenue is generated principallyfrom search and display advertising.

We continue to manage and measure our business geographically, principally in the Americas, EMEA (Europe,Middle East, and Africa), and Asia Pacific.

In the following Management’s Discussion and Analysis, we provide information regarding thefollowing areas:

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The key financial metrics we use are asfollows: revenue; revenue less traffic acquisition costs (“TAC”), or revenue ex-TAC; income from operations; adjusted EBITDA; net income attributable to Yahoo! Inc.; net cash provided by (used in) operating activities; and free cash flow.Revenue ex-TAC, adjusted EBITDA, and free cash flow are financial measures that are not defined in accordance with U.S. generally accepted accounting principles (“GAAP”). We use these non-GAAP financial measures for internal managerialpurposes and to facilitate period-to-period comparisons. See “Non-GAAP Financial Measures” below for a description of, and limitations specific to, each of these non-GAAP financial measures.

For the year ended December 31, 2014, revenue ex-TAC decreased $25 million, or 1 percent, due to a decline indisplay revenue ex-TAC and other revenue ex-TAC, partially offset by an increase in search revenue ex-TAC. For the year ended December 31, 2013, revenue ex-TAC decreased $42 million, or 1 percent, due to a decrease in display revenue ex-TACpartially offset by an increase in search revenue ex-TAC and other revenue ex-TAC.

The decline in TAC for the year ended December 31, 2014 wasprimarily driven by the impact of the transition of paid search to Microsoft’s platform. The decline in TAC for the year ended December 31, 2013 was primarily driven by the impact of the closure of our Korea business and the transition ofpaid search to Microsoft’s platform.

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N/M = Not Meaningful

For the years ended December 31, 2014 and 2013, adjusted EBITDA decreased $203 million, or 13 percent, and $134 million, or 8percent, compared to 2013 and 2012, respectively, mainly due to an increase in global operating costs to support our growth initiatives.

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For the year ended December 31, 2014, free cash flow decreased $196 million, compared to 2013,primarily due to a decline in adjusted EBITDA and an increase in the acquisition of property and equipment to support our growth initiatives.

Forthe year ended December 31, 2013, free cash flow increased $1.6 billion, compared to 2012. Excluding the impact of the cash taxes paid in 2012 of $2.3 billion related to the Initial Repurchase, free cash flow decreased $645 million in 2013,compared to 2012. The decline was primarily due to an upfront payment of $550 million we received in 2012 from Alibaba Group in satisfaction of certain future royalty payments under the existing technology and intellectual property license agreementwith Alibaba Group (the “TIPLA”), for which there were no similar payments in 2013. This was partially offset by a decrease in capital expenditures.

Revenue ex-TAC.    Revenue ex-TAC is a non-GAAP financial measure defined as GAAP revenue less TAC. TAC consists ofpayments made to Affiliates that have integrated our advertising offerings into their sites and payments made to companies that direct consumer and business traffic to Yahoo Properties. Based on the terms of the Search Agreement with Microsoftdescribed in Note 19—“Search Agreement with Microsoft Corporation” in the Notes to our consolidated financial statements, Microsoft retains a revenue share of 12 percent of the net (after TAC) search revenue generated on YahooProperties and Affiliate sites in transitioned markets. We report the net revenue we receive under the Search Agreement as revenue and no longer present the associated TAC. Accordingly, for transitioned markets we report GAAP revenue associatedwith the Search Agreement on a net (after TAC) basis rather than a gross basis. For markets that had not yet transitioned, revenue continued to be recorded on a gross (before TAC) basis, and TAC is recorded as a part of operating expenses.

We present revenue ex-TAC to provide investors a metric used by us for evaluation and decision-making purposes during the Microsoft transition and toprovide investors with comparable revenue numbers when comparing periods preceding, during and following the transition period. A limitation of revenue ex-TAC is that it is a measure which we have defined for internal and investor purposes that maybe unique to us, and therefore it may not enhance the comparability of our results to other companies in our industry who have similar business arrangements but address the impact of TAC differently. Management compensates for these limitations byalso relying on the comparable GAAP financial measures of revenue and total operating expenses, which include TAC in non-transitioned markets.

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Adjusted EBITDA.    Adjusted EBITDA is a non-GAAP financial measuredefined as net income attributable to Yahoo! Inc. before taxes, depreciation, amortization of intangible assets, stock-based compensation expense, other income, net (which includes interest), earnings in equity interests, net income attributable tononcontrolling interests, and certain gains, losses, and expenses that we do not believe are indicative of our ongoing results.

We present adjustedEBITDA because the exclusion of certain gains, losses, and expenses facilitates comparisons of the operating performance of our Company on a period to period basis. Adjusted EBITDA has limitations as an analytical tool and should not be consideredin isolation or as a substitute for results reported under GAAP. These limitations include: adjusted EBITDA does not reflect tax payments and such payments reflect a reduction in cash available to us; adjusted EBITDA does not reflect the periodiccosts of certain capitalized tangible and intangible assets used in generating revenues in our businesses; adjusted EBITDA does not include stock-based compensation expense related to our workforce; adjusted EBITDA also excludes other income, net(which includes interest), earnings in equity interests, net income attributable to noncontrolling interests and certain gains, losses, and expenses that we do not believe are indicative of our ongoing results, and these items may represent areduction or increase in cash available to us. Adjusted EBITDA is a measure that may be unique to us, and therefore it may not enhance the comparability of our results to other companies in our industry. Management compensates for these limitationsby also relying on the comparable GAAP financial measure of net income attributable to Yahoo! Inc., which includes taxes, depreciation, amortization, stock-based compensation expense, other income, net (which includes interest), earnings in equityinterests, net income attributable to noncontrolling interests and the other gains, losses and expenses that are excluded from adjusted EBITDA.

Free Cash Flow.    Free cash flow is a non-GAAP financial measure defined as net cash provided by (used in) operatingactivities (adjusted to include excess tax benefits from stock-based awards), less (i) acquisition of property and equipment, net and (ii) dividends received from equity investees.

We consider free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated bythe business after the acquisition of property and equipment, which can then be used for strategic opportunities including, among others, investing in our business, making strategic acquisitions, strengthening the balance sheet, and repurchasingstock. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Free cash flow is a measure that may be unique to us, and therefore it may not enhance the comparability of ourresults to other companies in our industry. Management compensates for the limitation of free cash flow by also relying on the net change in cash and cash equivalents as presented in our consolidated statements of cash flows prepared in accordancewith GAAP which incorporates all cash movements during the period.

On December 12, 2014, the Company completed the acquisition of BrightRoll, Inc. (“BrightRoll”), a leading programmatic video advertisingplatform, for $583 million. The transaction will combine Yahoo’s premium-desktop and mobile video advertising inventory with BrightRoll’s programmatic video platform and publisher relationships to bring substantial value to advertisers onboth platforms.

See Note 4—“Acquisitions and Dispositions” in the Notes to our consolidated financial statements for additionalinformation.

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On August 25, 2014, we completed the acquisition of Flurry, Inc. (“Flurry”), a mobile data analytics company that optimizes mobileexperiences for developers, marketers, and consumers, for $270 million. The combined scale of Yahoo and Flurry is expected to create more personalized and inspiring app experiences for users and enable more effective mobile advertising solutions forbrands seeking to reach their audiences and gain cross-device insights.

See Note 4—“Acquisitions and Dispositions” in the Notes toour consolidated financial statements for additional information.

On September 24, 2014, Alibaba Group closed its initial public offering (“IPO”) of American Depositary Shares(“ADSs”). Each Alibaba Group ADS represents one ordinary share of Alibaba Group. Yahoo! Hong Kong Holdings Limited (“YHK”), our wholly owned subsidiary, sold 140,000,000 Alibaba Group ADSs in the IPO at an initial public offeringprice of $68.00 per ADS. We received $9.4 billion (net of underwriting discounts, commissions, and fees of approximately $115 million) in cash for the 140 million Alibaba Group ADSs sold. We recorded a pre-tax gain of $10.3 billion (including a$1.3 billion gain reflecting our proportionate share of the IPO proceeds) for the year ended December 31, 2014, which is included in other income, net on the consolidated statements of income. The after-tax gain was approximately $6.3 billion.Following completion of the sale in the IPO, we retained 383,565,416 ordinary shares of Alibaba Group, representing approximately 15 percent of Alibaba Group’s outstanding ordinary shares.

As a result of the IPO, we no longer account for our remaining investment in Alibaba Group using the equity method and no longer record ourproportionate share of Alibaba Group’s financial results in the consolidated financial statements. We reflect our remaining investment in Alibaba Group as an available-for-sale equity security on the consolidated balance sheet and adjust theinvestment to fair value each quarterly reporting period with changes in fair value recorded within other comprehensive income (loss), net of tax. Also in connection with the IPO, each of Yahoo and YHK entered into a lock-up agreement with theunderwriters restricting the sale of its remaining ordinary shares of Alibaba Group (“Alibaba Group shares”) for a period of one year, subject to certain exceptions.

As a result of the IPO, the Technology and Intellectual License Agreement (“TIPLA”) with Alibaba Group will terminate on September 18,2015, the remaining initial TIPLA deferred revenue of $268 million is now being recognized ratably over the remaining term of the TIPLA, and Alibaba Group’s obligation to make royalty payments under the TIPLA ceased on September 24, 2014.

See Note 2—“Marketable Securities, Investments and Fair Value Disclosures,” Note 3—“Consolidated Financial StatementDetails,” and Note 8—“Investments in Equity Interests Accounted for Using the Equity Method of Accounting” in the Notes to our consolidated financial statements for additional information.

On January 27, 2015, we announced a plan for a spin-off of all of our remaining holdings in Alibaba Group into a newly formed independent registeredinvestment company (referred to as “SpinCo”). The stock of SpinCo will be distributed pro rata to our stockholders, resulting in SpinCo becoming a separate publicly traded registered investment company. Following the completion of thetransaction, SpinCo will own all of Yahoo’s remaining 384 million Alibaba Group shares and Yahoo Small Business, a current operating business of Yahoo that will also be transferred to SpinCo as part of the transaction. SpinCo will notassume any debt as part of the transaction.

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The completion of the transaction is expected to occur in the fourth quarter of 2015 after the expiration ofour one-year lock-up agreement relating to the Alibaba Group shares entered into in connection with the Alibaba Group IPO. The transaction is subject to certain conditions, including final approval by our Board, receipt of a favorable ruling fromthe Internal Revenue Service with respect to certain aspects of the transaction and a legal opinion with respect to the tax-free treatment of the transaction under U.S. federal tax laws and regulations, the effectiveness of an applicableregistration statement with the Securities and Exchange Commission and compliance with the requirements under the Investment Company Act of 1940, and other customary conditions.

The composition of SpinCo’s independent board of directors and management team, and other details of the transaction, including the distributionratio, will be determined prior to the closing of the transaction.

Upon closing of the transaction, which is subject to the conditions specifiedabove, our consolidated financial position will be materially impacted as the Alibaba Group shares and related deferred tax liabilities will be removed from our consolidated balance sheet with a corresponding reduction of our stockholders’equity balance. We would no longer hold any Alibaba Group shares and would no longer record changes in fair value within comprehensive income (loss).

During the second quarter of 2014, we entered into a patent sale and license agreement for total cash consideration of $460 million. The totalconsideration was allocated based on the estimated relative fair value of each of the elements of the agreement: $61 million was allocated to the sale of patents (“Sold Patents”), $135 million to the license to existing patents(“Existing Patents”) and $264 million to the license of patents developed or acquired in the next five years (“Capture Period Patents”). We recorded $61 million as a gain on the Sold Patents during the year endedDecember 31, 2014. We recognized $43 million in revenue related to the Existing Patents and Capture Period Patents during the year ended December 31, 2014. The amounts allocated to the license of the Existing Patents will be recorded asrevenue over the four year payment period when payments are due. The amounts allocated to the Capture Period Patents will be recorded as revenue over the five year capture period.

See “Operating Costs and Expenses—Gains on Sales of Patents” for additional information on gains recorded for the years endedDecember 31, 2013 and 2014.

The term of the Search Agreement is 10 years from its commencement date, February 23, 2010, subject to earlier termination as provided in the SearchAgreement. During the first five years of the term of the Search Agreement, in the transitioned markets, we were entitled to receive 88 percent of the revenue (the “Revenue Share Rate”) generated from Microsoft’s services on YahooProperties and from Microsoft’s services on Affiliate sites after deduction of the Affiliate’s share of revenue and certain Microsoft costs for new Affiliates and for all Affiliates (including existing Affiliates) after the first fiveyears. As of February 23, 2015, the Revenue Share Rate increased to 90 percent pursuant to the terms of the Search Agreement.

For search revenuegenerated from Microsoft’s services on Yahoo Properties and Affiliate sites, we report as revenue our revenue share, as we are not the primary obligor in the arrangement with the advertisers and publishers, and the amounts paid to Affiliatesare recorded on a net basis as a reduction of revenue. The underlying search advertising services are provided by Microsoft. Revenue under the Search Agreement represented approximately 25 percent, 31 percent, and 35 percent of our revenue for theyears ended December 31, 2012, 2013, and 2014, respectively.

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Our results reflect search operating cost reimbursements from Microsoft under the Search Agreement of $67million, $49 million, and less than $1 million for the years ended December 31, 2012, 2013, and 2014, respectively.

As of February 23, 2015, for aperiod of 30 days following such date, in addition to other termination rights, the Company has the right to terminate the Search Agreement if the trailing 12-month average of the Company’s revenue per search in the United States (the“U.S. RPS”) on Yahoo Properties is less than a specified percentage of Google’s trailing 12-month estimated average U.S. RPS, excluding, in each case, mobile devices.

See Note 19—“Search Agreement with Microsoft Corporation” in the Notes to our consolidated financial statements for additionalinformation.

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N/M = Not Meaningful

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The following table sets forth selected information concerning our results of operations as a percentage ofrevenue for the period indicated:

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We continue to manage our business geographically. The primary areas of measurement and decision making are currently the Americas, EMEA and AsiaPacific. Management relies on an internal reporting process that provides revenue ex-TAC, direct costs excluding TAC by segment, and consolidated income from operations for making decisions related to the evaluation of the financial performance of,and allocating resources to, our segments.

N/M = Not Meaningful

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We generate revenue principally from search and display advertising on Yahoo Properties and Affiliate sites, with the majority of our revenue coming fromadvertising on Yahoo Properties. Our margins on revenue from advertising on Yahoo Properties are higher than our margins on revenue from advertising on Affiliate sites as we pay TAC to our Affiliates. Additionally, we generate revenue from othersources including listings-based services, facilitating commercial transactions, royalties, and consumer and business fee-based services.

Mobile Revenue

With the significant platform shift to mobile devices, including smartphones and tablets, we have increased our strategic focus on mobileproducts and mobile ad formats. We have hired engineering and technical talent to help us accelerate our efforts in mobile development, and introduced new mobile apps and refreshed the user experience on mobile across a number of Yahoo Properties,including News, Sports (including Fantasy Sports), Mail, Finance, Weather, and Screen. We are seeing an increase in the number of our daily and monthly mobile users as a result of these product improvements. During the year endedDecember 31, 2014, we reached more than 575 million monthly mobile users (including Tumblr).

Mobile revenue is generated in connectionwith user activity on mobile devices, including smartphones and tablets (a “device-based” approach), regardless of whether the device is accessing a mobile-optimized service. Mobile revenue is primarily generated by search anddisplay advertising. Mobile search revenue is generated from clicks on text-based links to advertisers’ Websites that appear primarily on search results pages. Search revenue is recognized based on Paid Clicks. A Paid Click occurs when anend-user clicks on a sponsored listing on Yahoo Properties or Affiliate sites for which an advertiser pays on a per click basis. Mobile display revenue is generated from the display of graphical and non-graphical advertisements onmobile. The Company recognizes revenue from display advertising on Yahoo Properties and Affiliate sites as impressions of or clicks on display advertisements are delivered. Impressions are delivered when a sold advertisement appears in pagesviewed by users. Clicks are delivered when a user clicks on a native advertisement.

Mobile revenue for the year ended December 31, 2014 was$768 million. Mobile revenue is included within Search, Display, and Other revenue that we have reported. In the latter half of 2014, we saw a significant increase in the contribution of mobile revenue to our total revenue. We expect this trend tocontinue in 2015.

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Search Revenue

Search revenue is generated from mobile and PC clicks on text-based links to advertisers’ Websites that appear primarily on search results pages(“search advertising”). We recognize revenue from search advertising on Yahoo Properties and Affiliate sites. Search revenue is recognized based on Paid Clicks. A Paid Click occurs when an end-user clicks on a sponsored listing on YahooProperties or Affiliate sites for which an advertiser pays on a per click basis. Under the Search Agreement with Microsoft, in transitioned markets we report as revenue our 88 percent revenue share as we are not the primary obligor in thearrangement with the advertisers and publishers, and the amounts paid to Affiliates are recorded as a reduction of revenue. Prior to transition, we paid Affiliates TAC for the revenue generated from the search advertisements on Affiliate sites. Therevenue derived from these arrangements is reported on a gross basis (before deducting the TAC paid to Affiliates as cost of revenue—TAC), as we were the primary obligor to the advertisers in non-transitioned markets. The search revenuegenerated from mobile ads served through Yahoo Gemini that involve traffic supplied by Affiliates is reported gross of the TAC paid to Affiliates (reported as cost of revenue – TAC) as the Company performs the search service. Accordingly, theCompany is considered the primary obligor to the advertisers who are the customers of the search advertising service. We also generate search revenue from a revenue sharing arrangement with Yahoo Japan for search technology and services as reported.

Search revenue for the year ended December 31, 2014 increased by 3 percent, compared to the same period of 2013, driven by revenue-per-searchin the Americas region on Yahoo Properties and growth in advertising revenue from mobile, partially offset by the impact of the Microsoft transition in the Asia Pacific region. Search revenue increased for the year ended December 31, 2014, ascompared to 2013, despite the expiration in March 2014 of Microsoft’s guarantee of Yahoo revenue-per-search under the Search Agreement (the “RPS Guarantee”) in the U.S. The increase in search revenue for the year endedDecember 31, 2014 was primarily attributable to an increase in advertising revenue on Yahoo Properties in the Americas, EMEA, and Asia Pacific regions of $94 million, $38 million, and $15 million, respectively, partially offset by a decline inadvertising revenue on Affiliate sites in the Americas, EMEA, and Asia Pacific regions of $12 million, $8 million and $76 million, respectively. The decline in Affiliate search revenue in the Asia Pacific region was due to the required change inrevenue presentation for transitioned markets from a gross (before TAC) to a net (after TAC) basis.

Search revenue for the year endedDecember 31, 2013 decreased by 8 percent, compared to 2012. Search revenue decreased primarily due to declines in Affiliate revenue in the Asia Pacific region resulting from the closure of our Korea business, and declines in Affiliate revenuein the EMEA region due to the required change in revenue presentation for transitioned markets from a gross (before TAC) to a net (after TAC) basis. This was partially offset by increased search revenue in the Americas region, which resulted from anincrease in sponsored searches on Yahoo Properties and higher revenue per search due to improved ad formats.

Display Revenue

Display revenue is generated from the display of graphical and non-graphical advertisements (“display advertising”). We earn revenue fromguaranteed or “premium” display advertising by delivering advertisements according to advertisers’ specified criteria, such as number of impressions during a fixed period on a specific placement. Also, we earn revenue fromnon-guaranteed or “non-premium” display advertising by delivering advertisements on a preemptible basis. Non-premium advertising also includes native advertising for which we recognize revenue when a user clicks on a native advertisement.

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We recognize revenue from display advertising on Yahoo Properties and Affiliate sites as impressions of orclicks on display advertisements are delivered. Impressions are delivered when a sold advertisement appears in pages viewed by users. Clicks are delivered when a user clicks on a native advertisement. Arrangements for these services generally haveterms of up to one year. For display advertising on Affiliate sites, we pay TAC to Affiliates for the revenue generated from the display of these advertisements on the Affiliate sites. The display revenue derived from these arrangements that involvetraffic supplied by Affiliates is reported on a gross basis (before deducting the TAC paid to Affiliates as cost of revenue—TAC) as we are the primary obligor to the advertisers who are the customers of the display advertising service.

Display revenue for the year ended December 31, 2014 decreased by 4 percent, compared to 2013, primarily due to a mix shift from premium adunits to lower monetizing native ad units. The decline for the year ended December 31, 2014 was primarily attributable to a decline in advertising revenue on Yahoo Properties in the Americas, EMEA, and Asia Pacific regions of $64 million, $15million, and $38 million, respectively, and a decline in advertising revenue on Affiliate sites in the EMEA region of $8 million, partially offset by an increase in advertising revenue on Affiliate sites in the Americas and Asia Pacific regions of$29 million and $15 million, respectively. The growth in Affiliate revenue in the Americas region was primarily attributable to incremental revenue from acquisitions made during 2014.

Display revenue for the year ended December 31, 2013 decreased by 9 percent, compared to 2012. This decrease was primarily attributable to adecline in number of ads that we sold on a premium basis on Yahoo Properties in the Americas region.

Other Revenue

Other revenue includes listings-based services revenue, transaction revenue, royalties, and fees revenue. Listings-based services revenue is generatedfrom a variety of consumer and business listings-based services, including classified advertising, such as Yahoo Local and other services. We recognize listings-based services revenue when the services are performed. Transaction revenue is generatedfrom facilitating commercial transactions through Yahoo Properties, principally from Yahoo Small Business, Yahoo Travel, and Yahoo Shopping. We recognize transaction revenue when there is evidence that qualifying transactions have occurred. We alsoreceive royalties from Yahoo Japan and Alibaba Group that are recognized when earned. See Note 8—“Investments in Equity Interests Accounted for Using the Equity Method of Accounting” in the Notes to our consolidated financialstatements for additional information on revenue earned from Yahoo Japan and Alibaba Group. Fees revenue consists of revenue generated from a variety of consumer and business fee-based services as well as services for small businesses. We recognizefees revenue when the services are performed.

Other revenue for the year ended December 31, 2014 decreased by 3 percent, compared to 2013. Thedecrease for the year ended December 31, 2014 was primarily attributable to a decline in listings-based revenue in the Americas, EMEA and Asia Pacific regions of $47 million, $15 million, and $6 million, respectively, partially offset by anincrease in fees revenue in the Americas region of $37 million. The increase in fees revenue in the Americas region for the year ended December 31, 2014 was primarily attributable to royalty revenue associated with the patent sale and licenseagreement that we entered into in the second quarter of 2014. See “Significant Transactions—Patent Sale and License Agreement” for additional information.

Other revenue for the year ended December 31, 2013 increased by 3 percent, compared to 2012. The increase was primarily due to increased royaltyrevenue resulting from the amended TIPLA agreement with Alibaba Group. This was partially offset by a decrease in listings-based revenue in the Americas region.

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We present information below regarding the number of “Paid Clicks” and “Price-per-Click” for search and the number of “AdsSold” and “Price-per-Ad” for display. This information is derived from internal data.

“Paid Clicks” are defined as clicksby end-users on sponsored search listings (excluding native ad units) on Yahoo Properties and Affiliate sites. Advertisers generally pay for sponsored search listings on a per-click basis. “Search click-driven revenue” is gross searchrevenue (GAAP search revenue plus the related revenue share with third parties), excluding the Microsoft RPS Guarantee and search revenue from Yahoo Japan. “Price-per-Click” is defined as search click-driven revenue divided by our totalnumber of Paid Clicks.

“Ads Sold” consist of display ad impressions for paying advertisers on Yahoo Properties. is defined as display revenue from Yahoo Properties divided by our total number of Ads Sold. Our price and volume metrics for display are based ondisplay revenue which we report on a gross basis (before TAC), and include data for graphical, sponsorship, and native ad units on Yahoo Properties (including mobile). Our price and volume metrics for display exclude both the number of Ads Sold andthe related revenue for certain regions and acquired companies where historical data was not retained in a manner that would support period-to-period comparison on these metrics. The countries and regions included in our display metrics are: theU.S., the United Kingdom, France, Germany, Spain, Italy, Taiwan, Hong Kong, Southeast Asia, and India.

We periodically review, refine and update ourmethodologies for monitoring, gathering, and counting number of Paid Clicks and Ads Sold and for calculating search click-driven revenue, Price-per-Click, and Price-per-Ad.

Tumblr, Inc. (“Tumblr”) data is included in our display metrics beginning in the first quarter of 2014. The Tumblr data that we includedfor the first and second quarter of 2014 consisted solely of native ad units. Also, commencing in the third quarter of 2013, we made three other updates to our methodologies. First, we have included the impressions and revenue associated with ournative ad units, which are display ads that appear in the content streams viewed by users, in our display price and volume metrics (Ads Sold and Price-per-Ad). Second, to provide metrics that are more consistent with our historical revenue trends,the revenue and volume associated with other display advertisements sold on a price-per-click basis have been excluded from our search price and volume metrics (Paid Clicks and Price-per-Click) and they will continue to be excluded from our displayprice and volume metrics. Finally, the Microsoft RPS Guarantee has been excluded from the calculation of Price-per-Click. Due to the closure of the Korea business in the fourth quarter of 2012, “Ads Sold,” “Paid Clicks,”“Price-per-Ad,” and “Price-per-Click,” as presented below, exclude the Korea market for all periods presented. Prior period amounts have been updated to conform to the current presentation.

Search Metrics

For the year ended December 31, 2014,Paid Clicks increased 5 percent and Price-per-Click increased 11 percent, compared to 2013. The increase in Paid Clicks for the year ended December 31, 2014 was attributable to an increase in Paid Clicks on Yahoo Properties from distributionpartners primarily in the Americas region, partially offset by a decline in Paid Clicks on Affiliate sites related to traffic quality initiatives across the regions. The increase in Price-per-Click for the year ended December 31, 2014 wasprimarily driven by a higher mix of traffic from the Americas region, which is higher monetizing as compared to other geographic regions, and improved Affiliate traffic quality across all regions resulting in higher Price-per-Click. Improvements inPrice-per-Click resulted in year-over-year growth in search click-driven revenue for the year ended December 31, 2014 of 17 percent.

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For the year ended December 31, 2013, Paid Clicks increased 19 percent and Price-per-Click decreased 4percent, compared to 2012. The increase in Paid Clicks was attributable to improved ad formats on Yahoo Search, increased mobile traffic, and increased Affiliate traffic in the Americas region. The increase in Affiliate traffic was driven byincremental traffic in Latin America. The decrease in Price-per-Click was primarily due to a higher mix of traffic in lower monetizing geographic regions and traffic quality improvement initiatives conducted by Yahoo, which lowered Price-per-Click.

Display Metrics

For the year ended December 31,2014, number of Ads Sold increased 17 percent and Price-per-Ad decreased 18 percent, compared to 2013. The increase in number of Ads Sold for the year ended December 31, 2014 was attributable to an increase in native ad units sold, partiallyoffset by a decline in premium Ads Sold. Native ad units were launched late in the second quarter of 2013. Native ad units represented approximately 37 percent of total Ads Sold for the year ended December 31, 2014, as compared to 7 percent oftotal Ads Sold for the year ended December 31, 2013. The decrease in Price-per-Ad for the year ended December 31, 2014 was due to a shift in the mix of Ads Sold toward lower monetizing native ad units.

For the year ended December 31, 2013, number of Ads Sold decreased 1 percent and Price-per-Ad decreased 5 percent, compared to 2012. The decrease innumber of Ads Sold year-over-year was attributable to a decline in premium Ads Sold, which was partially offset by growth in non-premium advertising as a result of native ad units. The decrease in Price-per-Ad year-over-year was due to a shift inthe mix of Ads Sold towards lower monetizing native ad units.

Americas

Americas revenue ex-TAC for the year ended December 31, 2014 increased $29 million, or 1 percent, compared to 2013. The increase in Americas revenueex-TAC for the year ended December 31, 2014 was attributable to an increase in search revenue ex-TAC of $78 million, partially offset by declines in display revenue ex-TAC and other revenue ex-TAC of $35 million and $14 million, respectively.Search revenue ex-TAC in the Americas region increased 6 percent for the year ended December 31, 2014, as compared to the same period of 2013, as Paid Clicks increased 14 percent and Price-per-Click increased 3 percent in the region. Theincrease in search revenue ex-TAC for the year ended December 31, 2014 was attributable to an increase in search revenue on Yahoo Properties driven by higher revenue-per-search from a change in the design of the search results page and anincrease in search advertising from mobile devices. Search revenue ex-TAC increased despite the expiration of the RPS Guarantee in the U.S in March 2014. The increase in search revenue ex-TAC on Yahoo Properties was partially offset by a decline inAffiliate search revenue in the region. The decline in display revenue ex-TAC for the year ended December 31, 2014 was due to a decline in premium ads sold on Yahoo Properties, partially offset by an increase in native advertising andadvertising on Affiliate sites. The decline in other revenue ex-TAC for the year ended December 31, 2014 was primarily attributable to a decline in listings-based revenue, partially offset by an increase in fees revenue, as a result of thepatent license revenue.

Americas revenue ex-TAC for the year ended December 31, 2013 increased $43 million, or 1 percent, compared to 2012. Theincrease in Americas revenue ex-TAC was primarily attributable to an increase in search revenue ex-TAC of $148 million and fees revenue of $87 million. The increase in search revenue ex-TAC was attributable to an increase in sponsored searches onYahoo Properties and higher revenue per search due to improved ad formats. The increase in fees revenue was primarily

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due to increased royalty revenue resulting from the amended TIPLA agreement with Alibaba Group. These increases were partially offset by a decline in display revenue ex-TAC of $142 million due todeclines in the number of Ads Sold on a premium basis on Yahoo Properties, and a decline in listings-based revenue of $50 million.

Revenue ex-TAC inthe Americas accounted for approximately 76 percent of total revenue ex-TAC for the year ended December 31, 2014, compared to 75 percent in 2013 and 73 percent in 2012.

EMEA

EMEA revenue ex-TAC for the year endedDecember 31, 2014 decreased $4 million, or 1 percent, compared to 2013. The decrease in EMEA revenue ex-TAC for the year ended December 31, 2014 was primarily attributable to declines in both display and other revenue ex-TAC of $17million each, partially offset by an increase in search revenue ex-TAC of $30 million. Search revenue ex-TAC in the EMEA region increased 31 percent for the year ended December 31, 2014, as compared to the same period of 2013. The increase insearch revenue ex-TAC for year ended December 31, 2014 was due to an increase in search advertising on Yahoo Properties driven by distribution deals that contributed to improved revenue-per-search. The decline in display revenue ex-TAC for theyear ended December 31, 2014 was due to a decline in premium ads sold on Yahoo Properties, primarily Homepage, partially offset by an increase in non-premium advertising on Yahoo Properties, due to the launch of native advertising in the regionin 2014. The decline in other revenue ex-TAC was primarily due to a decline in listings-based revenue.

EMEA revenue ex-TAC for the year endedDecember 31, 2013 decreased $16 million, or 4 percent, compared to 2012, due to declines in display revenue ex-TAC on Yahoo Properties driven by a decrease in premium advertising primarily related to Yahoo Mail.

Revenue ex-TAC in EMEA accounted for approximately 8 percent of total revenue ex-TAC for the years ended December 31, 2014, 2013, and 2012.

Asia Pacific

Asia Pacific revenue ex-TAC for the yearended December 31, 2014 decreased $50 million, or 7 percent, compared to 2013. The decline for the year ended December 31, 2014 was primarily attributable to declines in search and display revenue ex-TAC of $23 million and $22 million,respectively. The decline in search revenue ex-TAC for the year ended December 31, 2014 was primarily attributable to the revenue share with Microsoft associated with the Search Agreement. The decline in display revenue ex-TAC for the yearended December 31, 2014 was primarily attributable to a decline in premium advertising on Yahoo Properties due to a decline in supply. This decline was partially offset by an increase in non-premium advertising on Yahoo Properties due to thelaunch of native advertising in the region as well as an increase in display revenue from Affiliate sites. Revenue ex-TAC in the Asia Pacific region was also impacted by unfavorable foreign exchange fluctuations of $27 million for the year endedDecember 31, 2014.

Asia Pacific revenue ex-TAC for the year ended December 31, 2013 decreased $70 million, or 8 percent compared to 2012.The decline was primarily attributable to a decrease in revenue ex-TAC related to the closure of our Korea business of $63 million and unfavorable foreign exchange rate fluctuations.

Revenue ex-TAC in Asia Pacific accounted for approximately 16 percent of total revenue ex-TAC for the year ended December 31, 2014, compared to17 percent in 2013 and 19 percent in 2012.

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Starting in the fourth quarter of 2014, we adopted a revised methodology for allocating costs between our regions and global operations. The changereflects how management views our business today. The revised methodology reflects the following costs in global operations: marketing, media, costs associated with Yahoo Properties, and ad operations. These costs historically were managed by eachsegment and are now managed globally. Prior period amounts and commentary related to our direct costs have been revised to conform to the current presentation.

Americas

For the year ended December 31, 2014, directcosts attributable to the Americas segment increased $5 million, or 3 percent, compared to 2013. For the year ended December 31, 2014, the increase in direct costs was primarily due to increases in content and other costs of $9 million,partially offset by a decline in travel and entertainment expense and facilities and equipment expense of $4 million.

For the year endedDecember 31, 2013, direct costs attributable to the Americas segment decreased $106 million, or 35 percent, compared to 2012. The decrease in direct costs was primarily due to declines in compensation costs of $83 million, bandwidth and othercost of revenue of $7 million, content costs of $6 million, travel and entertainment expense of $5 million, and facilities and equipment and outside service provider expenses of $4 million.

Direct costs attributable to the Americas segment represented approximately 6 percent of Americas revenue ex-TAC for the year ended December 31,2014, compared to 6 percent in 2013 and 9 percent in 2012.

EMEA

For the years ended December 31, 2014 and 2013, direct costs attributable to the EMEA segment decreased $2 million, or 3 percent, and $7 million, or7 percent, compared to 2013 and 2012, respectively, primarily due to a decline in compensation costs, bandwidth and other cost of revenue, and content costs, partially offset by a decline in outside service provider expense.

Direct costs attributable to the EMEA segment represented approximately 26 percent of EMEA revenue ex-TAC for the year ended December 31, 2014,compared to 26 percent and 27 percent in 2013 and 2012, respectively.

Asia Pacific

For the year ended December 31, 2014, direct costs attributable to the Asia Pacific segment increased $2 million, or 1 percent, compared to 2013,primarily due to an increase in compensation costs.

For the year ended December 31, 2013, direct costs attributable to the Asia Pacific segmentincreased $15 million, or 8 percent, compared to 2012. The increase was primarily attributable to increases in bandwidth and other cost of revenue of $9 million, content costs of $8 million, and marketing and public relations expense of $5 million,partially offset by a decline in compensation costs, travel and entertainment expense and other costs of $7 million.

Direct costs attributable tothe Asia Pacific segment represented approximately 28 percent of Asia Pacific revenue ex-TAC for the year ended December 31, 2014, compared to 26 percent in 2013 and 22 percent in 2012.

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Cost of Revenue—TAC

TAC consists of payments made tothird-party entities that have integrated our advertising offerings into their Websites or other offerings and payments made to companies that direct consumer and business traffic to Yahoo Properties. We enter into agreements of varying durationthat involve TAC. There are generally two economic structures of the Affiliate agreements: fixed payments with or without a guaranteed minimum amount of traffic delivered or variable payments based on a percentage of our revenue or based on acertain metric, such as number of searches or paid clicks. We expense TAC under two different methods. Agreements with fixed payments are expensed ratably over the term the fixed payment covers or as traffic is delivered. Agreements based on apercentage of revenue, number of searches, or other metrics are expensed based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate.

TAC for the year ended December 31, 2014 decreased $37 million, or 15 percent, compared to 2013. The decrease for the year ended December 31,2014, compared to 2013, was primarily attributable to declines in TAC in the Asia Pacific and EMEA regions of $38 million and $6 million, respectively, partially offset by an increase in TAC in the Americas region of $8 million related to anincrease in search and listings-based TAC. The decline in the Asia Pacific region was primarily attributable to the required change in revenue presentation for transitioned markets from a gross (before TAC) basis to a net (after TAC).

TAC for the year ended December 31, 2013 decreased $264 million, or 51 percent, compared to 2012. The decrease for the year ended December 31,2013, compared to 2012, was primarily attributable to declines in the Asia Pacific, EMEA and Americas regions of $170 million, $71 million and $23 million, respectively. The decline was due to (i) the closure of our Korea business in the AsiaPacific region, (ii) the required change in revenue presentation for additional transitioned markets from a gross (before TAC) to a net (after TAC) basis in the EMEA region, and (iii) a decline in display revenue in the Americas region.

TAC represented approximately 5 percent of GAAP revenue for the year ended December 31, 2014, compared to 6 percent and 10 percent in 2013 and2012, respectively.

Cost of Revenue—Other

Cost ofrevenue—other consists of bandwidth costs, and other expenses associated with the production and usage of Yahoo Properties, including amortization of developed technology and patents. Cost of revenue—other also includes costs forYahoo’s technology platforms and infrastructure, including depreciation expense and other operating costs, directly related to revenue generating activities.

Cost of revenue—other decreased $14 million, or 1 percent, for the year ended December 31, 2014, compared to 2013, due to declines indepreciation and amortization expense of $23 million, compensation costs of $10 million, and facilities and equipment expense of $4 million partially offset by increases in stock-based compensation expense of $18 million and credit card fees of $5million.

Cost of revenue—other decreased $7 million, or 1 percent, for the year ended December 31, 2013, compared to 2012. The decreasefor the year ended December 31, 2013, compared to 2012, was primarily due to a decline in amortization of developed technology and patents of $18 million partially offset by an increase in content costs of $11 million.

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Cost of revenue—other represented approximately 23 percent of GAAP revenue for the year endedDecember 31, 2014, compared to 23 percent and 22 percent in 2013 and 2012, respectively.

Sales and Marketing

Sales and marketing expenses consist primarily of advertising and other marketing-related expenses, compensation-related expenses (including stock-basedcompensation expense), sales commissions, and travel costs.

Sales and marketing expenses for the year ended December 31, 2014 increased $103million, or 9 percent, as compared to 2013. For the year ended December 31, 2014, compensation costs increased $40 million, stock-based compensation expense increased $53 million, marketing and public relations expense increased $14 million,and facilities expense increased $14 million. These increases were partially offset by declines in travel and entertainment expense of $9 million and outside service provider expenses of $9 million. The increase in compensation costs for the yearended December 31, 2014 was attributable to increases in sales commissions and merit-based increases in salaries, as well as increases in benefits and incentive compensation. The increase in stock-based compensation expense for the year endedDecember 31, 2014 was attributable to an increase in the number of awards being expensed at a higher fair value. The increase in marketing and public relations expense for the year ended December 31, 2014 was primarily due to increasedmedia advertising and spend on promotional event management.

Sales and marketing expenses for the year ended December 31, 2013 increased $29million, or 3 percent, as compared to 2012. The year-over-year increase was primarily due to an increase in marketing expenses of $31 million and stock-based compensation expenses of $20 million. This was offset by a decline in other compensationcosts of $25 million. The increase in marketing expenses was primarily due to advertising campaigns to generate additional traffic on Yahoo Shopping, Mail, Autos and Screen, as well as our On the Road with Yahoo marketing campaign and our FantasyFootball television advertising campaign, for which there were no similar campaigns in 2012. The increase in stock based compensation in the sales and marketing function was due to an increase in the number of awards granted at a higher fair value,including performance-based awards. The decline in other compensation costs in the sales and marketing function was primarily due to a decline in average headcount in the function year-over-year.

Sales and marketing expenses represented approximately 27 percent of GAAP revenue for the year ended December 31, 2014, compared to 24 percent and22 percent in 2013 and 2012, respectively.

Product Development

Product development expenses consist primarily of compensation-related expenses (including stock-based compensation expense) incurred for the developmentof, enhancements to and maintenance of Yahoo Properties, classification and organization of listings within Yahoo Properties, research and development, and Yahoo’s technology platforms and infrastructure. Depreciation expense and otheroperating costs are also included in product development.

Product development expenses for the year ended December 31, 2014 increased $199million, or 20 percent, as compared to 2013. For the year ended December 31, 2014, the increase was primarily attributable to increases in compensation costs of $131 million, stock-based compensation expense of $56 million, and a decline incapitalizable projects of $38 million, partially offset by declines in depreciation and amortization expense of $12 million, and outside service provider expense of $14 million. The increase in compensation costs for the year ended December 31,2014 was primarily attributable to a 6 percent increase in headcount year-over-year, including incremental headcount for

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mobile and search as well as merit-based increases in salaries, increases in costs from a shift in location of employees, increases in benefits, increased headcount from acquisitions, andincreases in incentive compensation. The increase in stock-based compensation expense for the year ended December 31, 2014 was attributable to an increase in the number of awards being expensed at a higher fair value and an increase in expenserelated to equity assumed and granted related to acquisitions.

Product development expenses for the year ended December 31, 2013 increased $123million, or 14 percent, as compared to 2012. For the year ended December 31, 2013, the increase was primarily attributable to a decline in capitalizable projects of $65 million, as well as an increase in facilities and equipment expense of $24million, stock based compensation expense of $9 million, compensation costs of $11 million due to an increase in headcount in the function, and travel and entertainment expense of $6 million. The increase in stock based compensation in the productdevelopment function was due to an increase in the number of awards granted at a higher fair value.

Product development expenses representedapproximately 26 percent of GAAP revenue for the year ended December 31, 2014, compared to 22 percent and 18 percent in 2013 and 2012, respectively.

General and Administrative

General and administrativeexpenses consist primarily of compensation-related expenses (including stock-based compensation expense) related to other corporate departments and fees for professional services.

General and administrative expenses for the year ended December 31, 2014 increased $5 million, or 1 percent, as compared to 2013, due to increasesin stock-based compensation expense of $16 million, outside service provider expense of $3 million, facilities and equipment expense of $3 million, and compensation costs of $2 million. These increases were partially offset by a decline indepreciation and amortization expense of $4 million, benefits related to net gains on disposal of assets of $9 million and business tax refunds received of $6 million. The increase in stock-based compensation expense for the year endedDecember 31, 2014 was attributable to an increase in the number of awards being expensed at a higher fair value.

General and administrativeexpenses for the year ended December 31, 2013 increased $29 million, or 5 percent, as compared to 2012. The increase in expenses in the general and administrative function was due to increases in facilities and equipment expense of $20 milliondue to investments in office space and our global employee experience, compensation costs of $13 million due to an increase in headcount in the function, and stock-based compensation expense of $20 million due to an increase in the number of awardsgranted at a higher fair value, including performance-based awards. This was partially offset by a decline of $20 million in legal costs.

Generaland administrative expenses represented approximately 12 percent of GAAP revenue for the year ended December 31, 2014, compared to 12 percent and 11 percent in 2013 and 2012, respectively.

Amortization of Intangibles

We have purchased, and expect tocontinue purchasing, assets and/or businesses, which may include the purchase of intangible assets. Intangible assets include customer, affiliate, and advertiser-related relationships and tradenames, trademarks and domain names. Amortization ofdeveloped technology and patents is included in the cost of revenue—other, and not in amortization of intangibles.

Amortization of intangiblesfor the year ended December 31, 2014 increased $22 million, or 49 percent, as compared to 2013, primarily driven by amortization of intangible assets related to Tumblr, which we acquired in the second quarter of 2013.

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Amortization of intangibles for the year ended December 31, 2013 increased $9 million, or 25 percent,as compared to 2012. The year-over-year increase in amortization of intangibles from 2012 to 2013 was primarily driven by incremental amortization from acquisitions completed in 2013, partially offset by a decrease in amortization of intangiblesdriven by fully amortized assets acquired in prior years.

Amortization of intangibles represented approximately 2 percent of GAAP revenue for theyear ended December 31, 2014, compared to 1 percent in both 2013 and 2012.

Gains on Sales of Patents

For the year ended December 31, 2014, we sold certain patents and recorded gains on sales of patents of approximately $98 million. These gains onsales of patents include patents sold to a wholly-owned affiliate of Alibaba Group for a gain on sale of $24 million and patents sold to Yahoo Japan for a gain on sale of $12 million. See “Significant Transactions—Patent Sale and LicenseAgreement” for additional information on significant patents sold during 2014.

For the year ended December 31, 2013, we sold certainpatents and recorded gains on sales of patents of approximately $80 million. The gains on sales of patents were primarily related to a patent sale agreement with a wholly-owned affiliate of Alibaba Group entered into during 2013 for $70 million.

See Note 4—“Acquisitions and Dispositions” in the Notes to our consolidated financial statements for additional information.

Goodwill Impairment Charge

We conducted our annual goodwillimpairment test as of October 31, 2014 and determined that the fair values of our reporting units, with the exception of (1) the Middle East and (2) India & Southeast Asia reporting units, exceeded their carrying values andtherefore goodwill in those reporting units was not impaired. We concluded that the carrying value of each of the Middle East and India & Southeast Asia reporting units exceeded its fair value and recorded a goodwill impairment charge ofapproximately $79 million and $9 million, respectively. During 2013, we recorded a $64 million goodwill impairment charge for the Middle East reporting unit.

For the Europe reporting unit, the percentage by which the estimated fair value exceeded the carrying value as of October 31, 2014 was 12 percentand the amount of goodwill allocated to the Europe reporting unit was $465 million. The key assumptions used for the 2014 goodwill impairment test for Europe were 1) revenue ex-TAC cumulative average growth rate of approximately 5 percent over thenext 5 year period, 2) adjusted EBITDA growth rate of 15 percent over the next five years, 3) discount rate of 11 percent, and 4) terminal value growth rate of 3 percent. Determining the fair value of a reporting unit is judgmental in nature andrequires the use of estimates and key assumptions. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair value of goodwill could cause us to consider some portion or all of the remaininggoodwill of the Europe reporting unit to become impaired. In addition, a future decline in the overall European market conditions and/or changes in our market share in the European market could negatively impact the market comparables, estimatedfuture cash flows and discount rates used in the market and income approaches to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

See Note 5—“Goodwill” in the Notes to our consolidated financial statements for additional information.

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Restructuring Charges, Net

For the years ended December 31, 2012, 2013, and 2014, restructuring charges, net was comprised of the following (dollars in thousands):

We have implemented various restructuring plans to reduce our cost structure, align resources with our product strategyand improve efficiency, which have resulted in workforce reductions and the consolidation of certain real estate facilities and data centers. During the year ended December 31, 2012, we recorded expense of $103 million, $45 million, and $88million related to the Americas, EMEA, and Asia Pacific segments, respectively. For the year ended December 31, 2013, we recorded expense of $1 million, $3 million, and less than $1 million related to the Americas, EMEA, and Asia Pacificsegments, respectively. For the year ended December 31, 2014, we recorded expense of $76 million, $25 million, and $2 million related to the Americas, EMEA, and Asia Pacific segments, respectively. The amounts recorded during the year endedDecember 31, 2014 were primarily related to the consolidation of a data center as we ceased use of that facility pursuant to a restructuring plan we initiated in 2011 and severance charges related to restructuring plans that we initiated in2014 as part of our location strategy and to align resources.

The $84 million restructuring liability as of December 31, 2014 consists of $16million for employee severance expenses, which we expect to pay out by the end of the third quarter of 2015, and $68 million related to non-cancelable lease costs, which we expect to pay over the terms of the related obligations through the fourthquarter of 2021, less estimated sublease income.

See Note 15—“Restructuring charges, net” in the Notes to our consolidatedfinancial statements for additional information.

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Other income, net was as follows (dollars in thousands):

Interest, dividend, and investment income consists of income earned from cash in bank accounts, investments made inmarketable securities and money market funds, and dividend income on the Alibaba Group Preference Shares prior to the redemption of such shares in May 2013. Interest, dividend, and investment income increased $16 million and decreased $31 millionfor the years ended December 31, 2013 and 2014, respectively, compared to 2012 and 2013, respectively, primarily due to dividend income on the Alibaba Group Preference Shares received during the years ended December 31, 2012 and 2013, forwhich there was no similar income for the year ended December 31, 2014.

Interest expense is related to the $1.4375 billion of 0.00% ConvertibleNotes due 2018 (the “Notes”) we issued in November 2013, interest expense on notes payable related to building obligations and capital lease obligations for data centers. Interest expense increased $5 million and $54 million for the yearsended December 31, 2013 and 2014, respectively, compared to 2012 and 2013, respectively, primarily due to the accreted non-cash interest expense related to the Notes.

For the year ended December 31, 2012, we recorded a pre-tax gain of approximately $4.6 billion related to the sale to Alibaba Group of the AlibabaGroup shares. See Note 8—“Investments in Equity Interests Accounted for Using the Equity Method of Accounting” in the Notes to our consolidated financial statements for additional information.

For the year ended December 31, 2014, we recorded a pre-tax gain of approximately $10 billion related to the sale of Alibaba Group ADSs. See“Significant Transactions—Alibaba Group Holding Limited Initial Public Offering” above and Note 8—“Investments in Equity Interests Accounted for Using the Equity Method of Accounting” in the Notes to our consolidatedfinancial statements for additional information.

We hold warrants that vested upon the December 12, 2014 initial public offering of HortonworksInc. (“Hortonworks”), which entitle us to purchase an aggregate of 3.7 million shares of Hortonworks common stock upon exercise of the warrants. We hold 6.5 million preferred warrants that are exercisable for 3.25 millionshares of common stock at an exercise price of $0.01 per share, as well as 0.5 million common warrants that are exercisable for 0.5 million shares of common stock at an exercise price of $8.46 per share. We determined the estimated fairvalue of the warrants using the Black-Scholes model. During the year ended December 31, 2014, we recorded a gain of $57 million

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upon the initial public offering of Hortonworks and a $41 million gain related to the mark to market of the warrants held as of December 31, 2014, which were included within other income,net on the consolidated statements of income. Changes in the estimated fair value of the Hortonworks warrants will be recorded through other income, net in our consolidated statements of income.

Other income (expense), net consists of gains and losses from sales or impairments of marketable securities and/or investments in privately-heldcompanies, foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies, and unrealized and realized foreign currency transaction gains and losses, including gains and lossesrelated to balance sheet hedges. Other income (expense), net decreased $12 million and $6 million for the years ended December 31, 2013 and 2014, respectively, compared to 2012 and 2013, respectively. The decline from 2012 to 2013 was primarilydue to an investment sale in 2012, for which there were no similar transactions in 2013. The increase in expense from 2013 to 2014 was primarily due to foreign exchange losses.

Other income, net may fluctuate in future periods due to changes in our average investment balances, changes in interest and foreign exchange rates,changes in the fair value of foreign currency forward contracts, realized gains and losses on investments, and impairments of investments.

The provision for income taxes for the year ended December 31, 2014 differs from theamount computed by applying the federal statutory income tax rate to income before provision for income taxes and earnings in equity interests as follows (dollars in thousands):

Significant variances year-over-year as shown above are further explained as follows:

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As of December 31, 2014, we do not anticipate repatriating our undistributed foreignearnings of approximately $2.9 billion. Those earnings are principally related to our equity investment in Yahoo Japan Corporation (“Yahoo Japan”). If those earnings were to be repatriated in the future, we may be subject to additionalU.S. income taxes (subject to an adjustment for foreign tax credits). It is not practicable to determine the income tax liability that might be incurred if these earnings were to be repatriated.

Our gross amount of unrecognized tax benefits as of December 31, 2014 was $1,024 million, of which $970 million is recorded on our consolidatedbalance sheets. The gross unrecognized tax benefits as of December 31, 2014 increased by $328 million from the recorded balance as of December 31, 2013 primarily related to tax reserves associated with the sale of the Alibaba Group ADSsand foreign tax credits.

We are in various stages of examination and appeal in connection with our taxes both in the U.S. and in foreignjurisdictions. Those audits generally span tax years 2005 through 2012. As of December 31, 2014, the IRS Appeals division has finalized our protest of the 2007 and 2008 audit results, and the IRS exam team has finalized the examination of our2009 and 2010 U.S. federal income tax returns. We do not plan to appeal the results of the IRS examination of our 2009 and 2010 U.S. federal income tax returns. We have protested the proposed California Franchise Tax Board’s adjustments to the2005 through 2008 returns, but no conclusions have been reached to date. While it is difficult to determine when the examinations will be settled or their final outcomes, we believe that we have adequately provided for any reasonably foreseeableadjustment and that any settlement will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We estimate that we will pay taxes of approximately $3.3 billion in the three months ended March 31, 2015 related to YHK’s sale of AlibabaGroup ADSs in the IPO on September 24, 2014. As of December 31, 2014, we accrued deferred tax liabilities of $16.2 billion associated with the Alibaba Group shares that we retained. Such deferred tax liabilities will be subjectto periodic adjustments due to changes in the fair value of the Alibaba Group shares.

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We may have additional tax liabilities in China related to the sale to Alibaba Group of 523 millionAlibaba Group shares that took place during the year ended December 31, 2012 and related to the sale of 140 million Alibaba Group ADSs sold in the IPO that took place during the year ended December 31, 2014. Any taxes assessed andpaid in China are expected to be ultimately offset and recovered in the U.S. through the use of foreign tax credits with respect to the sale in 2012. Any taxes assessed and paid in China are expected to be ultimately offset and recovered in the U.S.with respect to the sale in 2014 through the use of foreign tax credits to the extent there is sufficient foreign source income.