Yahoo Board of Directors Forms Independent Committee to Explore Strategic Alternatives

Yahoo! Inc. (NASDAQ: YHOO) today provided further details about its previous announcement that its Board of Directors is exploring strategic alternatives alongside its continued consideration of a reverse spin.

The Board has formed a Strategic Review Committee of independent directors to lead this effort, with the assistance and support of management. The Strategic Review Committee has engaged Goldman Sachs & Co. Inc., J.P. Morgan and PJT Partners Inc. as its financial advisors, and Cravath, Swaine & Moore LLP as its legal advisor. The Strategic Review Committee and its advisors are establishing a process for outreach to and engagement with potentially interested strategic and financial parties. The Strategic Review Committee will recommend to the Board whether any proposed transaction is in the best interests of the Company and its shareholders.

“The Board recently formed an independent committee to conduct a process to evaluate strategic alternatives for the company. We have hired excellent advisors and are working closely and in alignment with management to pursue an effective process,” said Maynard Webb, Yahoo's Chairman of the Board. “The Board is thoroughly committed to exploring strategic alternatives while simultaneously supporting management and the employees in their implementation of Yahoo’s strategic plan. We believe that pursuing these complementary paths is in the best interests of our shareholders and will maximize value.”

"Separating our Alibaba stake from Yahoo’s operating business is essential to maximizing value for our shareholders. In addition to the reverse spin, there are strategic alternatives that could help us achieve the separation, while strengthening our business," said Marissa Mayer, CEO of Yahoo. “As both shareholders and employees, all of us here at Yahoo want to return this iconic company to greatness. We can best achieve this by working with the committee to pursue various strategic alternatives while, in parallel, aggressively executing our strategic plan to strengthen our growth businesses and improve efficiency and profitability.”

The Company does not intend to make any further disclosure regarding these matters until a definitive transaction agreement is reached or a determination has been made that none will be pursued.

About Yahoo

Yahoo is a guide focused on informing, connecting, and entertaining our users. By creating highly personalized experiences for our users, we keep people 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. Yahoo is headquartered in Sunnyvale, California, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net) or the Company's blog (yahoo.tumblr.com).

Forward Looking Statement

This press release contains forward-looking statements concerning Yahoo's expected financial performance and Yahoo's strategic and operational plans (including, without limitation, quotations from management and the Board). Risks and uncertainties may cause actual results to differ materially from the results predicted, and reported results should not be considered as an indication of future performance. There is no assurance that any formal strategic proposal will be made or that any strategic proposal will be on terms the Strategic Review Committee finds acceptable, and therefore there is no assurance that any transaction will occur, or if it does, as to its terms or timing. All information set forth in this press release and its attachments is as of February 19, 2016. Yahoo does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances. The potential risks and uncertainties include, among others, risks related to acceptance by users of new products and services; risks related to Yahoo's ability to compete with new or existing competitors; reduction in spending by, or loss of, advertising customers; risks related to Yahoo's ability to continue to grow its mobile users and revenue; risks related to Yahoo's ability to continue to grow Mavens revenue; risks related to Yahoo's ability to provide innovative search experiences and other products and services that differentiate its services and generate significant traffic; risks associated with the Search Agreement with Microsoft Corporation; risks related to acquiring or developing compelling content; risks related to joint ventures and the integration of acquisitions; risks related to possible impairment of goodwill or other assets; risks related to Yahoo's ability to manage its operating expenses effectively; risks related to Yahoo's ability to protect its intellectual property and the value of its brands; adverse results in litigation; security breaches; interruptions or delays in the provision of Yahoo's services; risks related to Yahoo's regulatory environment; risks related to fluctuations in foreign currency exchange rates; risks related to Yahoo's international operations; risks related to Yahoo's ability to recruit and retain key personnel; dependence on third parties for technology, services, content, and distribution; risks related to the calculation of our key operational metrics; and general economic conditions. More information about potential factors that could affect the Company's business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as amended, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which are on file with the SEC and available on the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in Yahoo's Annual Report on Form 10-K for the year ended December 31, 2015, which will be filed with the SEC in the first quarter of 2016.

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