Standards of Business Conduct

We are charting a new course as Yahoo. It’s on all of us to know what we stand for as a Company and to
do what’s right, every time.
Our Standards of Business Conduct (“SBC” or “Standards”) ensure that what we do is done with integrity,
respect, and accountability. Each of us is obligated to know and to adhere to these Standards; to seek help
when we encounter uncertainty about what they require in a particular circumstance; and to report concerns
about anyone’s failure to live up to them.
These standards are a reﬂection of the culture we are building as Yahoo. We are owners, creators,
maximizers, and energizers, and we always do what’s right.

Integrity
Trust is our most fundamental asset. It is also the most fragile -- something that takes years to build butthat can be lost in a moment. That’s why each of us is responsible for conducting ourselves and ourbusiness in a way that earns -- and maintains -- the trust of our customers, partners, and coworkers, aswell as those charged with enforcing the laws and regulations that govern how we do business.

Privacy, Information Security and Data Governance, Intellectual Property,
Obligations to Prior Employers, and the Protection of Company andPartner Resources
Ensuring that we adhere to our privacy, data security, and intellectual property policies; the obligations
that we have undertaken to other companies; and the laws and regulations governing our collection,
retention, and use of data is crucial to the integrity of our brands.

User Privacy
Our privacy policies inform our users about what information is collected from them, how this information isused, and how they can limit the collection and use of their data. We must respect these choices andprotect user data.
This means that you may not access, use, or share user information without a proper business reason. It
also means that you are obligated to ensure that our contractors and partners respect our user’s choices
and protect their data. Accordingly, you should ensure that any agreements with contractors or partners
address and protect our user’s data and that you reach out to the Privacy team, your Legal POC, theParanoids or the Ethics and Compliance Oﬃce (“ECO”) if you

2have any questions or if you are aware of or suspect unauthorized access to, disclosure of, or loss ofuser data.

Employee Privacy
To protect applicable privacy rights; to eliminate the opportunity for pretexting, unfair labor practices andother misconduct, and to ensure that we maintain an ethics and compliance program in which issues
can be raised anonymously and without fear of retaliation, we restrict access to current and former
employees’ personal information and communications. If you have a business need to access suchinformation or communications, please reference the Accessing Current or Former Employee Records
Policy on The Street. Nothing in this section prohibits employees from discussing terms and conditions of
employment and/or engaging in concerted activity protected by law.

Information Security and Data GovernanceOur business depends on protecting our own proprietary, non-public, and conﬁdential information, as wellas the information others share with us. This information may include, for example, business plans, trade
secrets, ﬁnancial results, consumer credit card data, and privileged and/or restricted information such as
internal reports, policies, and procedures.
It is your responsibility to keep track of the information that has been entrusted to you and to prevent its
loss, misuse or theft, and to comply with our Acceptable Use Policy and Information Security Policy.
You may not disclose non-public ﬁnancial information to the public or third parties without prior approval
from Yahoo’s Controller; you must ensure that a non-disclosure agreement is in place before you sharesuch proprietary and conﬁdential information with any third party; even within the Company you should
only share such information only on a need to know basis; and you must ensure that your use of third
party data is consistent with our policies and any obligations we have undertaken in regard to such data.
Your obligation to safeguard this information continues even after your employment at the Company has
ended.
If you have questions about whether information is proprietary, non-public or conﬁdential or whether aparticular use of information is appropriate, please contact datagovernance@yahooinc.com. Nothing inthis section prohibits employees from discussing terms and conditions of employment and/or engaging inconcerted activity protected by law.

Intellectual Property
Our intellectual property is a valuable asset and must be protected by everyone. Similarly, you must respect
the proprietary rights of others by complying with all applicable laws and agreements, including those withbusiness providers, competitors, and customers.

3You must not acquire the intellectual property of others through unlawful or inappropriate means. Unless
you obtain either the prior consent of the owner or a determination from our Intellectual Property Teamthat such use is otherwise permissible, you may not copy, use, or share third-party copyrighted
materials.
If you have questions about intellectual property, please contact the Intellectual Property Team.

Obligations to Prior Employers
If you are subject to any intellectual property, non-competition, non-solicitation or non-disclosure obligations
to a prior employer that potentially impact your work on behalf of Yahoo, you are required to disclose theexistence of any such obligations to HR and ECO.

Protecting Company and Partner Resources
You are required to protect the Company’s property, as well as property belonging to customers, businessproviders, and co-workers. All Company resources must be used appropriately, and never for personal
gain. Company property cannot be taken, sold, loaned, given away, or otherwise disposed of, regardless of
its condition or value, without speciﬁc authorization.
To ensure a safe work environment and the integrity of the company’s facilities, you must take allappropriate precautions to protect Yahoo’s systems and premises. Do not leave visitors unescorted or
sensitive areas unattended or unlocked. When on company property and conducting company
business, wear your identiﬁcation badge and request identiﬁcation from others you do not recognize. You
must report all suspicious activity to Security.
Our communications and information systems, including all company computers and mobile devices, arecritical to the Company’s daily operation. You must protect company information from accidental orunauthorized disclosure. You must protect the security of user IDs and passwords for all company
systems and devices. You must also comply with all Company policies relating to the use of computer
hardware and software on company systems, and the acquisition, use, and disposition of data on
company systems.
You may not use company systems to engage in activities that are illegal, violate our policies, or that could
result in liability or reputational harm for the Company, its partners or its employees. Some examples ofimproper uses of company systems include:●●●

Pornographic, obscene, offensive, harassing or discriminatory content;
Unauthorized mass email distributions; andSolicitations on behalf of political campaigns or third-party commercial ventures.

You may make limited personal use of company systems, so long as it does not interfere with your work
responsibilities or otherwise violate these Standards or any other Yahoo policies. You may not send nonpublic proprietary and conﬁdential company information to personal email unless you are authorized to
do so by a supervisor and comply with company policies regarding encryption. If you have questions
about the acceptable use of company resources, please refer to the Company’s Acceptable Use Policy orcontact the Paranoids.

4

Our resources include the various beneﬁts plans and programs that we provide employees. You must
use these plans and programs honestly. You are not permitted to misrepresent any fact regarding yourhealth status, covered members, beneﬁciaries, or any other facts, including reasons for absence, for any
purpose. If you have questions about our beneﬁts plans and programs, please contact the Beneﬁts
Team via HRAnswers.

Avoiding Conﬂicts of Interest
You are responsible for ensuring that the decisions you are empowered to make on behalf of theCompany are not inﬂuenced by your personal interests. You are also responsible for avoiding theappearance of conﬂicts of interest, which can be just as corrosive to our culture as actual conﬂicts.
Each of us is responsible for reporting any potential or actual conﬂict of interest to ECO as soon as we
become aware of it -- whether it is our conﬂict or someone else’s.
The areas in which conﬂicts most often arise are:●●●●

Relationships with friends, relatives, and co-workers
Outside activities and investments;
Inventions
Accepting gifts, entertainment and other business courtesies

Note that a conﬂict of interest exists whenever an employee’s personal interests are inconsistent with
the Company’s interests; this list is not, therefore, exclusive. If you have a question or concern about
whether a particular situation presents a conﬂict of interest, contact ECO. Nothing in this section
prohibits employees from discussing terms and conditions of employment and/or engaging inconcerted activity protected by law.

Relationships with Friends, Relatives, Coworkers, and Partners
Certain types of personal relationships can create actual or apparent conﬂicts of interest both internally at
Yahoo and in our interactions with external entities. You should never use your position at the Company
to advance your personal interests or those of a friend or relative at the expense of the Company’s
interests.
Internally, you may not supervise – directly or indirectly – someone with whom you share a close
personal relationship, such as anyone in your family or household, or someone with whom you have or
had a romantic relationship or other close personal relationship that might lead others to question yourimpartiality. If your work responsibilities for Yahoo require you to interact with someone with whom you
have a close personal relationship (even if no supervisory relationship exists), you must disclose therelationship to ECO.
Externally, you may not participate in the selection process for, have discretionary authority involving
Yahoo’s business with, or supervise Yahoo’s relationship with, a company that does business with Yahoo if
it employs someone with whom you have such a close personal5relationship or is a company with which you have a business relationship. Exceptions to this restriction arelimited and require the approval of ECO.
If a family member, romantic partner, or person with whom you have a close personal relationship is
employed by an entity that does business with Yahoo, you cannot interact with that individual regarding
business between Yahoo and the outside entity.
Likewise, hiring or engaging the services of a business owned by or aﬃliated with another Yahoo
employee or the employee’s family member presents a potential conﬂict of interest.

Outside Activities and Investments
Outside employment, advisory or board service, or investment activity presents an actual
conflict of interest if it:
●

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Is undertaken for a company or organization that makes or sells products or services
that compete with Yahoo (this includes products or services that Yahoo is developing orplanning to offer);
Risks the disclosure or use of Yahoo’s intellectual property or its confidential, proprietaryor non-public information;
Arises from your role in Yahoo’s business relationship with the outside company ororganization;
Involves transacting any business in a company’s securities or derivatives of thosesecurities if you conduct or supervise Yahoo business with that company; orInterferes with your work for Yahoo, including the use of the time you are scheduled to
be working on behalf of Yahoo or your use of Yahoo resources.

Other outside activities and investments present potential conﬂicts of interest, including:
●
●
●
●
●
●
●

Investments in more than 2% of the total outstanding shares of a publicly traded
company;
Investments in private companies that are current or potential competitors or partners of Yahoo;
Serving as an advisor to a venture capital fund’s portfolio companies or advising on the fund’sinvestment activities;
Serving as a member of another company or entity’s board of directors or advisory board;
Performing the same type of work that you perform for Yahoo;
Speaking and teaching engagements; andHolding political oﬃce.

You are responsible for disclosing to and obtaining approval for any such activity or investment from
ECO. ECO will assess the actual or potential conﬂict of interest and work with you and your supervisor
to ensure that the conﬂict is either avoided altogether or adequately mitigated.

6

Even when your outside activity is approved, you may not use your position at Yahoo to solicit resources foror assistance with the activity.
Unless you receive the prior written approval of your supervisor and Human Resources, you may notengage in any outside employment or self-employment or perform any commercially-related services—with or without compensation—while absent from work on any company-approved leave of absence,
absence due to sickness or disability, Family Medical Leave or comparable leave provided for by
applicable law.

Political Activities and Contributions
We encourage participation in the political process. However, each of us is personally responsible forcomplying fully with all laws and regulations relating to interactions with government oﬃcials, includinglaws governing campaign ﬁnance, government ethics andlobbying. Note that all lobbying activities on behalf of the Company must be authorized by the Public
Policy Team. The consequences for non-compliance can be severe -- for both you and the Company.
If you are appearing before a government body or engaging in contact with a public oﬃcial outside ofyour ordinary work duties regarding a business in which Yahoo is engaged or a business issue in which
Yahoo has an interest, you should make it clear that you are not representing Yahoo, and you should
advise the Public Policy team in advance.
Your personal political contributions and activities must be kept separate from the company. If you makepolitical contributions, you may not refer in any way to your employment or use thecompany’s assets, including its name, in connection with your contributions, unless required to do so bylaw.
You may not make payments of corporate contributions, whether monetary or non-monetary assets, to any
domestic or foreign political party, candidate, campaign or public oﬃcial unless that contribution ispermitted under applicable laws inside and outside the U.S., and approved in advance by ECO and the
Public Policy team. In addition, you may never reimburse anyone for any political contribution.
Yahoo and its subsidiaries administer Political Action Committees (PACs) that accept
contributions from employees who wish to support Yahoo’s goals through the political process. Your
personal contributions to these PACs are entirely voluntary.
Before you seek any elected or appointed public oﬃce, including a local position, such as school board
member, you must obtain the approval of ECO and your supervisor.

Insider Trading
Insider trading occurs when a person trades in a company’s securities using material inside
information—that is, information that is not publicly available and that could reasonably affect a person’s
decision about whether to buy or sell the securities. It also occurs when a person gives

7

material inside information to someone else who trades on it. Insider trading is a serious violation of thelaw and can result in severe civil or criminal penalties, including imprisonment.
As a Yahoo employee, you may become aware of material inside information about Yahoo, Apollo
Global Management or other companies with which Yahoo does business. You must never use
material inside information (even if you acquired it as a “tip” from others) to trade in Yahoo’s or any othercompany’s securities. This prohibition also includes trading in derivative securities, such as calls andputs, and engaging in short selling or other hedging transactions. In addition, you may not provide
material inside information to any other person, including members of your family or your friends, orassist any other person in buying, selling or entering into any other transaction using material inside
information.
The rules that relate to insider trading are complex. If you are not sure whether these restrictions apply toyou, you should consult ECO before making any decision to buy, sell or trade in a security, or before you
disclose any information to another person. As a general rule, non-public information concerning acompany’s business, ﬁnancial prospects, regulatory or legal matters, signiﬁcant cybersecurity incidents, ormanagement issues, is often considered “material.”
You must not engage in any ﬁnancial transaction that permits you to beneﬁt from the devaluation ofYahoo’s stocks, bonds or other securities, including, but not limited to, short selling or buying “put”
options on Yahoo stock.
In addition, you may not participate in ﬁnancial transactions in the stock or other securities of businessproviders or prospective business providers, including “friends and family” deals or initial public
offerings (IPOs), if these opportunities may inﬂuence, or appear to inﬂuence, your business judgment
on behalf of Yahoo.

Business Opportunities You Discover Through Your WorkBusiness opportunities that you discover through your work at the Company -- whether they involve ideas
for new businesses or technologies, sales opportunities or something else -- belong to the Company
unless the Company agrees otherwise. If you have a question about whether a business opportunity
belongs to the Company, contact ECO, which will work with appropriate stakeholders to provide you clarity -something that beneﬁts both you and Yahoo.

Inventions
Developing or helping to develop outside inventions that relate to the Company’s existing or anticipatedproducts and services, that relate to your position with the Company or that are developed using
Company resources may create a conﬂict of interest.
Note that the Conﬁdentiality and Invention Assignment Agreement that all employees sign as part of onboarding at the Company assigns to the Company all inventions created by employees during theiremployment, other than those inventions that are both (a) unrelated to the Company’s current or
anticipated business or research and (b) created by employees entirely on their own time and without any
use of the Company's facilities or resources. The Agreement also provides that if an employee
incorporates prior work into an invention created8during his employment with the Company, the Company is granted a perpetual, non-exclusive,
irrevocable, and royalty-free license to use the prior work in conjunction with the invention. If you have aquestion about whether an invention creates a potential conﬂict or intellectual property ownership issue,
contact ECO or the Intellectual Property Team.

Integrity in the Marketplace
Yahoo’s relationships with customers, suppliers, and society are critical to our success. Each of us mustensure the integrity of these relationships.

Relationships with Customers: Selling with Integrity
You may never deceive customers, and you must fully, clearly, and directly inform our customers of theterms and conditions of our products and services:
●
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●

●

All advertising and sales materials must be truthful and accurate. All claims must be
substantiated in advance with a factual basis and backup. No advertising or sales
materials should be released without Legal Department approval.
When advertising the price of Yahoo’s products and services, the customer must be clearly
informed of all fees and any other terms that are material to the customer’s decision to dobusiness with us.
All rules regarding sales and promotions must be followed without exception.
You should promote Yahoo’s products and services by focusing on their strength, quality,
reputation, and where appropriate, through fair and accurate comparisons with our competitors.
You should not disparage competitors, or make misleading or inaccurate comparisons withcompetitors’ products and services.
You must report to ECO any loopholes or ﬂaws in promotions or offers that allow
customers or the Company to be harmed.

Bribery, Anti-corruption and Government Ethics
We win and award business fairly. And we maintain strict policies against bribery and corruption, which
apply to all of us regardless of the countries in which we work or what the customs might be in thosecountries.
This means that you are never permitted to offer or pay a bribe to anyone and that you may never accept
a bribe from anyone. If you are ever offered a bribe, you must report it to ECO immediately.
This also means that you must adhere to our established deal processes, including themulti-level controls we have implemented through the Global Authority Matrix, to ensure proper review ofdeals as well as any charitable donations of money, advertising inventory or other Company property.

9Dealing with government agencies and oﬃcials, including state-owned companies and their employees,
presents unique risks. Accordingly, you must obtain ECO approval before:●●●

Offering or giving, directly or indirectly, any gifts, entertainment, meals, or anything else of value
to any government oﬃcial, whether they are based inside or outside of the United States.;
Conducting any business with a government oﬃcial on behalf of Yahoo (for example, entering
into a commercial relationship with a governmental agency or government- or state-owned
enterprise);
Hiring, entering into a joint venture or partnership with a government oﬃcial, agent,
representative, consultant, or other party involved in paying or conducting business with agovernment oﬃcial.

You may never make payments to any third party that you suspect may be passed on to government
oﬃcials or otherwise used to improperly inﬂuence anyone’s decision making to obtain business or otherbeneﬁts for Yahoo. Whenever you retain any agents or consultants in connection with our global
business, you must ensure that there are adequate controls to ensure that funds provided to thoseagents are not used to make improper payments.
Under anti-corruption laws, Yahoo is required to keep accurate books and records of its businessactivities, particularly in its dealings with governments, state-owned enterprises, and personnel of theseorganizations. You must not omit, mask, falsify, or mis-state information in these records, which include
orders, invoices, and expense reports.
You must also ensure that any agents or consultants hired to represent Yahoo properly document alltransactions and maintain accurate records regarding all payments, including amounts, recipients, andpurpose of payments.
Please consult the ECO page on The Street for further Guidance on Doing Business with Government
and State-Owned Enterprises and Guidance on Government Ethics, Anti-Corruption, Political Contributions,
Lobbying, and Commercial Anti-Bribery. Contact ECO if you have any questions.
Sidebar: Q: Who counts as a “government oﬃcial?” A: Legal deﬁnitions of “government oﬃcial” canvary. For the purpose of complying with company policy, you should take the broadest possibleview of who is a government oﬃcial. This includes all elected and appointed oﬃcials and any
employee of any government entity, at any level, including national, state, provincial, local, or
municipal level. It also includes oﬃcials and employees associated with quasi-governmental
entities and state-owned companies. If you’re in doubt as to whether someone should be treatedas a government oﬃcial, contact the Legal Department for assistance.

Gifts and Entertainment
Gifts and entertainment can be part of promoting a successful working relationship with our business
partners and customers. However, if you fail to follow the rules relating to gifts and10

entertainment, it can damage our relationships, harm our reputation, and expose the company to legalrisk under commercial bribery and other laws.
No gift or entertainment can be exchanged if (a) it might create the appearance of undue inﬂuence,
unfairness or impropriety, (b) it is intended to improperly inﬂuence another person’s business judgment,or (c) you are participating in, conducting or directly supervising a formal Yahoo procurement process.
If you receive or want to offer a gift or entertainment that is outside of Code standards, you must contact
ECO for guidance.
Moreover, you may never use your own funds to circumvent Yahoo’s rules regarding gifts andentertainment, and you must ensure that all gifts and entertainment are accurately reﬂected in Yahoo’sbooks and records, including expense reports. Yahoo’s rules regarding gifts and entertainment can apply
to your family and individuals with whom you have a close personal relationship when those individuals
receive gifts and entertainment because of your position at Yahoo.

Gifts
A gift is anything of value, including promotional trinkets, food, beverages, and event tickets, that you give or
receive. To be permissible, a gift must be in compliance with all applicable laws and:●●●Unsolicited;
Not cash or usable as cash (including gift cards unless they have been approved by ECO as partof an authorized Yahoo program); and;No more than $250 in value in a calendar year to the same individual, unless approved by a
Director level supervisor and ECO.

Entertainment
Entertainment is any meal or event that you attend with a customer or business provider. If you do notattend an event with a customer or business provider, the tickets to the event are considered a gift, notentertainment. To be permissible, entertainment must be in compliance with all applicable laws and:●●●

Attended by both a Yahoo employee and a business provider’s employee, and be an
occasion where business is discussed;
No more than $250 in value per occasion, per person, unless approved by a Director levelsupervisor and ECO; andAt a venue and conducted in a manner that does not violate other provisions of the Code or harm
the Company’s reputation (e.g., attending an event at an adult entertainment venue).

If you receive a gift, entertainment or business courtesy that is outside of Code standards, you must contact
ECO for guidance.

11

Providing or Accepting Travel or Lodging
You must receive approval from ECO before offering or accepting travel or lodging to or from a partner,
vendor or customer. The Travel Request Forms are located on The Street.

Relationships with Suppliers and Partners
You must use good judgment when selecting and maintaining relationships with all of Yahoo’s suppliers
and partners. Employees who select, supervise, and work with suppliers and partners must:●●●●

Use a selection process that is fair, lawful, does not improperly discriminate, andcomplies with all company policies;
Ensure that suppliers and partners are apprised of their obligation to abide by all applicable
Yahoo policies, including the Yahoo Supplier and Partner Codes of Conduct;
Put all agreements in writing and obtain all required approvals for agreements; andProtect any conﬁdential information that suppliers or partners share with us.

Relationships with Competitors
We are committed to competing fairly and we will never seek to eliminate or reduce competition throughillegal agreements with competitors. To safeguard against this risk, you may not enter into agreements withcompetitors without advance approval from the Legal Department. When thinking about what companies
could be competitors, take a broad view and err on the side of contacting the Legal Department prior to
making any agreement.
You must avoid agreements that could violate antitrust and competition laws such as ﬁxing prices,
dividing markets or products, rigging bids, or boycotting particular suppliers or customers. Explicit
agreements, informal “gentlemen’s agreements,” and even a “wink and a nod” are against the law andcan result in criminal penalties for Yahoo and you personally.
When interacting with competitors externally – including at trade association activities or in informal settings– you should not discuss Yahoo’s pricing, terms, or marketing plans.

Acquiring Other Parties’ Non-Public Information
You cannot accept or use non-public information belonging to a third party (including information from aformer employer) unless the person disclosing the information is authorized to do so, Yahoo has theowner’s written permission to receive it, and the information is provided according to a written agreementthat has been approved in advance by your supervisor and the Legal Department.
Sidebar: Q: A customer shared a competitor’s pricing in connection with a pending bid because thecustomer wants to make it clear that there is a certain “price to beat.” Can I use this information?
(A) No. This information is almost certainly proprietary and the customer

12may not be authorized to share it with Yahoo. You should contact ECO, preserve the email, anddo not take further action until directed by ECO.
Sidebar: Q: A competitor’s pricing information was posted on a blog and marked “conﬁdential.” Can I use it?
A: If you have reason to believe the blogger wasn’t authorized to post the information and that it isnon-public, you should contact ECO and receive guidance before using it.

Gathering Information About Competitors
Gathering information about competitors is a common business practice, but you must always do so withintegrity. You must always accurately represent yourself and may never misrepresent your identity whengathering information. You are also required to ensure that all consultants and agents with whom you
work on behalf of Yahoo do the same.
You may generally obtain information from public sources, industry gatherings, surveys and competitive
research, but it is never acceptable to obtain or request non-public information from any source, including
the internet. It is never appropriate to engage in theft, espionage, or breach of a competitor’s nondisclosure agreement. To the extent that information you receive is clearly marked private or marked insuch a way as to indicate it is private, you should not use it and should contact ECO for guidance.

Your Obligations after Leaving Yahoo and Our Relationships
with Former EmployeesYour obligation to follow these Standards continues even after your employment at Yahoo ends:●●●

When leaving or retiring, you must return all Yahoo property, including all records andequipment. You can’t use or disclose Yahoo’s non-public information in any subsequent
employment, unless you receive written permission in advance from ECO.
You may not provide any Yahoo non-public information to former employees unless properly
authorized. If a former employee solicits non-public information from you, you must
immediately notify ECO.
Except as authorized below, you may not rehire a former employee, engage a former
employee as an independent contractor or contingent worker, or purchase products or services
on Yahoo’s behalf from a former employee unless the former employee has been separated
from the company for six months.
oo

Our Chief People Oﬃcer may approve the rehire of a former employee or theengagement of a former employee as an independent contractor or contingent worker
within six months of that person’s separation.
ECO may approve the purchase of products or services on Yahoo’s behalf from a former
employee within six months of that person’s separation.

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Financial Integrity
Preparing, Disclosing, and Maintaining Accurate Records
We are committed to maintaining and providing truthful information that fully satisﬁes all legal
requirements. We do not tolerate the falsiﬁcation or improper alteration of records.
You must create and maintain true and accurate records. If you identify any mistakes or discrepancies, nomatter how small, you must take steps to resolve them immediately, and you must promptly notify yoursupervisor.
You may never direct anyone to create or approve a false or misleading record, or intentionally take any
action that leads to the creation of a false or misleading record, such as withholding information fromsomeone who is preparing a record.
Company records must be retained according to applicable laws and Yahoo’s Records Management
Policy. You may never destroy, alter, or conceal any record if you have been directed to retain it or if you
know – or reasonably believe there is a possibility – of any litigation or any internal or external
investigation concerning that record.
If you believe a record was intentionally falsiﬁed or created to be misleading, or if anyone directs you toviolate these Standards or any Company policy, you must immediately notify ECO.

Promoting Transparent and Complete Disclosure
We are committed to transparency in ﬁnancial reporting to enhance investors’ understanding of thecompany’s business and to facilitate informed investment decisions. All disclosures made in ﬁnancial
reports and in public communications must be full, fair, accurate, and understandable.
You may not selectively disclose (whether in one-on-one or small meetings) any material information
regarding Yahoo. You should be particularly careful not to disclose such information if you makepresentations to customers, business providers, investors, or other third parties.
Yahoo uses auditors to ensure the accuracy of its reporting. You must cooperate with auditors andprovide them with complete, accurate and timely information, and you must never improperly inﬂuenceor mislead any auditor.

Anti-Money Laundering
Money laundering is an attempt to hide or disguise the proceeds of criminal activity through a series ofotherwise legitimate business transactions. To prevent our products and services from being used tofacilitate money laundering, we have voluntarily implemented a Global Anti-Money Laundering Policy
under which we periodically assess our products and services and implement safeguards whereappropriate.

14External Communications
When communicating externally we must all take care to protect the company’s brand and reputation.
Unless you receive prior approval from your supervisor, when presenting your personal views in public or at
professional, community, and other events, you may never suggest you are speaking on behalf of thecompany.
External requests and inquiries must be directed to the appropriate organizations as follows:●●●

Corporate Communications is responsible for contact with the news media and inquiries aboutcommunity relations.
Human Resources handles inquiries regarding current and former employees, including
employment veriﬁcation.
The Litigation and Law Enforcement Teams handle contacts from outside attorneys, law
enforcement, legislative bodies, and regulatory agencies. This includes responses tosubpoenas, court orders, and inquiries from law enforcement, including requests to accessYahoo facilities. You are never permitted to conﬁrm or deny the existence, or discuss thesubstance of, any subpoena, warrant or court order, and should immediately refer any suchinquiries or requests to the Law Enforcement Team. If you receive any legal documents relating
to Yahoo, you must immediately forward them to the Litigation Team.

Yahoo generally does not make company-sponsored endorsements or provide testimonials. Yahoo’sname may not be used, nor may any employee make any endorsement, without the explicit approvalof the Legal Department and Brand Management.
Sidebar: Q: If I am using my personal social media account on my personal time, do the Standards ofBusiness Conduct really apply? A: The Standards still apply to your personal use of social
media. For example, if you post a racist comment or encourage acts of violence on your social
media pages, such behavior may constitute prohibited misconduct. Likewise, the Federal
Trade Commission’s Guides for Endorsements and Testimonials apply to your use of apersonal account to review our products.
Sidebar: Q: Where can I get more information about the company’s policies on social media? A: Moreinformation can be found in the Company’s Social Media Policy.

Personal Integrity: Misconduct Outside the Workplace
Every one of us is an ambassador of the brands, customer relationships, and culture we are working tobuild. Misconduct -- even outside of work and off Yahoo premises -- can jeopardize this work and impair
your ability to do it. Accordingly, in order for the Company to determine whether off the job conduct could
impair work performance and unless prohibited by applicable law, you must promptly report to ECO any
arrest, charge or conviction for:●●a felony (or equivalent under local law);a crime involving dishonesty, assault or battery;

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a drug-related offense;
an alcohol-related offense relating to conduct while on company property or business or
any offense which may affect your ability to perform your job or affect the company’s businessinterests.

Respect
We are committed to treating customers, fellow employees and partners with respect. This is a soundbusiness practice. It’s also the right thing to do.

A Diverse, Inclusive, Safe, and Professional Workplace
We seek to attract, retain, and develop a highly qualiﬁed, dedicated, and diverse workforce. We believe an
inclusive, safe, and professional workplace is key to our ability to do this.

Diversity and Inclusion
We respect and comply with all laws providing equal opportunity to individuals without regard to race, color,ethnicity, religion, age, sex, gender, pregnancy, sexual orientation, gender identity and expression, national
origin, disability, medical condition, reproductive health decisions, marital status, citizenship status, veteranstatus, military service status or any other protected category under applicable law.
Our commitment to inclusiveness extends beyond our workplace. We seek to do business with diverse
suppliers and vendors. And we refuse to use facilities, sponsor events, or maintain memberships atorganizations that have exclusionary membership practices.
We are committed to a workplace free from illegal discrimination or harassment, including sexual
harassment or harassment based on any other legally protected category. That’s why we’ve
implemented a Harassment-Free Workplace Policy.
Unlawful harassment comes in many forms and includes conduct or language that creates a hostile oroffensive work environment. It can be physical, verbal, or visual. For example, sexual harassment may
include inappropriate touching, unwelcome romantic advances, lewd gestures, or the display of obscenematerial. Other forms of harassment may include racist comments, ethnic slurs, religious stereotypes,
or homophobic jokes.
As a Yahoo employee, you must never engage in or tolerate such behavior. If you are subjected to or
observe unlawful harassment, you should report it to your supervisor (if appropriate), Human Resources,
Employee Relations or ECO. Supervisors who become aware of harassment concerns must report theissue; supervisors who fail to report harassment concerns may be subject to disciplinary action, up to andincluding termination of employment.

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A Healthy, Safe, and Professional Workplace
We are committed to providing a healthy, safe, and professional workplace for all employees and toensuring that we are good stewards of the environment. Our Environmental, Health, and Safety,
Security, HR, and ECO teams help ensure that we meet these commitments.
You must perform your job in a safe and environmentally responsible manner and in compliance with Yahoo
programs and the law. If you are a supervisor, you must implement and enforce all applicable regulations
and policies and ensure that your direct reports are trained on the safety and environmental practices
applicable to each of their jobs. You must investigate all environmental, health, and safety issues that cometo your attention, and refer any issues of potential noncompliance to your manager and the Environment,
Health, and Safety team.
Contact your supervisor immediately if:● You are involved in a work-related accident, including any incident that results in a workrelated injury.
● You learn of a release (or threatened release) of any hazardous substance.
● You observe a violation of environmental, health, or safety law or guidelines.
● You identify any other environmental, health, or safety hazard.
Contact the Security and the Environment, Health, and Safety teams immediately if:● You learn of a release (or threatened release) of any hazardous substance.
● You are unable to contact your supervisor to report other environmental, health, or safetyconcerns.
Contact the Security and the Environment, Health, and Safety teams immediately if:● You believe your supervisor has failed to take appropriate action to remedy a condition that is
unsafe or in violation of any law or environmental, health, or safety practice.
● A regulator visits your worksite or asks to schedule an inspection.
● You need advice on compliance with environmental, health, and safety law or Yahoo’s
guidelines, or on how to do your work in a way that is safe, healthy, and protective of theenvironment.
Contact the Environment, Health, and Safety team or ECO if you have suggestions for opportunities toimprove our environmental, health, and safety management program.
We are committed to a work environment that is free from violence, or threatening, hostile, or abusive orillegal behavior.
This means that you must never engage in violent or threatening behavior toward fellow employees,
customers, or business partners. Such behavior will result in immediate disciplinary action, up to andincluding termination of employment and referral to law enforcement.
We maintain a weapons-free workplace. This means that you may not possess or use any weapon or
weapon component (e.g., ammunition) on company property, in a company vehicle, or while conducting
company business. Unless expressly permitted by local law, this includes weapons stored in a locked
personal vehicle on company property.

17You must immediately report any instance of violence, threats, hostile behavior, or weapon possession oncompany property to Security and your supervisor. In cases of imminent danger, you should immediately
notify local law enforcement (e.g., 911 or other emergency service number).
Domestic violence can also have an impact on workplace safety. If you are the victim of domestic
violence, you should notify the police and the Security team about any person who may be threatening
your safety or the safety of your fellow employees. You can also contact the Employee Assistance
Program for help.
Substance abuse is incompatible with workplace health and safety.
You may not report to work under the inﬂuence of alcohol, an illegal drug, or any controlled substance forwhich you do not have a prescription. If you are taking a prescription medication that may affect yourperception or responsiveness, you must notify your supervisor and Human Resources. Never operate avehicle or machinery while in an impaired state.
You must not use or possess illegal drugs (including marijuana) or drug paraphernalia while on company
property, in a company vehicle, or when on company time. You should not possess or use controlled
substances or prescription drugs that have not been prescribed for you by a physician.
Consumption of alcohol while conducting Company business, on Company premises or at a
Company-related social function must be voluntary and in moderation. Have fun, but don’t
embarrass yourself -- or the Company.
A professional workplace is one in which we don’t tolerate unprofessional or illegal behavior. If you havequestions about whether something might cross a line -- whether it's a contest, an event you’re planningor some iffy behavior -- contact ECO.

Recording and Monitoring at Work
To maintain a safe, healthy, and professional work environment, consistent with applicable law, wemonitor employee use of company property, including communications devices, computer systems,
networks (including Internet corporate email, and personal web-based email accessed from company
devices or systems), and facilities. In cases involving safety or suspected misconduct, the Company
reserves the right to search and monitor, with or without notice, any company property or personal
property (including vehicles) on company premises. And to the extent that you use personal devices or
accounts to conduct business on behalf of the Company or to engage in conduct that is relevant to an
investigation or legal proceeding, the Company has the right to preserve, collect, use, and disclose
information created or stored on those assets or accounts.

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You may not record (photo, video, or audio) an employee, customer, partner, or competitor without that
individual’s knowledge and approval. This means informing participants if you are going to record ameeting.

Accountability
We are accountable to all of our stakeholders -- our users, partners, customers, suppliers, employees,
investors, and communities. We are committed to operating smartly and sustainability, to protecting
fundamental rights and freedoms, and to ensuring compliance, not just across our own business, but also
throughout our supply chain and partner network. This requires each of us to have an owner’s mindset.
We must ensure that we hold ourselves and each other accountable. We must also ensure that all of our
stakeholders know how to raise questions and report concerns; that anyone raising a question orreporting a concern is free to do so without fear of retaliation; and that everyone understands both theimportance of cooperating with investigations and the potential consequences for violating theseStandards.

Performance
We hold ourselves to a high standard of performance. This means striving for quality in your job
performance; continuously improving the skills, knowledge, and competencies required in your role;
always giving your best effort; stopping to think before you act to ensure that your actions are in the bestinterests of the Company and its stakeholders; complying with all Company policies and procedures that
impact your work; asking questions if you are uncertain whether or how a policy or a policy impacts yourwork; fostering an environment that drives engagement and in which talent, innovation, and teamwork
ﬂourish; and taking ownership of problems and solutions.
If you are a people manager, these obligations include developing the people you have been entrusted
to manage; ensuring your team’s compliance with these Standards and other Company policies andprocedures; and taking ownership of your team’s performance.

Human Rights
We are committed to upholding the fundamental rights and freedoms of all people across our business inline with the United Nations Declaration of Human Rights, the United Nations Guiding Principles on
Business and Human Rights, and the United Nations Global Impact. We do this by working throughour Business and Human Rights Program to incorporate human rights policies and practices across ourbusiness and supply chain, and to advocate for public policies that help protect the human rights of ourcustomers and communities.

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Technology Use and Human Rights
To avoid the use of our technology -- whether for unintended purposes or in ways that may impact humanrights -- we adhere to sanctions, export/import restrictions, and embargoes. We also engage in a constantassessment of the potential human rights impacts of these solutions, our business relationships, anddoing business in particular jurisdictions.

Supply Chain Management
We require our suppliers to adhere to our Partner and Supplier Code of Conduct.

International Relationships
We follow the law, wherever we do business. If you ﬁnd that there is a conﬂict between applicable law
and these Standards or another Yahoo policy, you should comply with the law, and seek further
guidance from ECO.

Export, Import, and Anti-Boycott Laws
Export and import laws regulate where we can physically and electronically transfer and receive software,technology, information, and items from one country to another. These laws also include embargoes andsanctions that restrict or prohibit business activities with certain countries, organizations, entities, and theparties that these entities own or control. You are responsible for complying with the export and importlaws of the U.S. (regardless of where you are located) as well as the export and import laws of otherapplicable countries. Violations can result in civil and criminal penalties. These laws are subject tochange. Check with ECO for the latest restrictions.
Sidebar: Q: Which countries are embargoed? A: Currently, countries and locations that are subject
to embargoes include: Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine.
This list is subject to change. Visit the export compliance section of the ECO website for acurrent list.
Not all countries agree on sanctions and boycotts. From time to time, a country may prohibit Yahoo fromcomplying with another country’s sanctions and/or boycott laws. For example, US laws prohibit or
penalize compliance with the Arab League’s boycott of Israel, and EU laws restrict compliance withcertain extraterritorial US sanctions. You must contact the Legal Department if a sanctions or boycott law
appears to conﬂict with the laws of another country.

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Anti-boycott laws make it unlawful to comply with foreign boycotts or to supply information in response to
boycott-related activities. Receiving such a request may be reportable by law.
Contact ECO for guidance.
Sidebar: Q: In connection with an RFP, a potential customer asked if Yahoo does business with Israel.
What should I do? A: You must contact the Legal Department if you receive any request relating
to Yahoo’s relationships with Israel or blacklisted companies or a request regarding anyone’s
race, religion, gender, national origin or nationality.
Sidebar: Q: Which of these are subject to export controls?
●●●●sending goods or software from one country to anotherpermitting the download of software by someone in another country
exposing or allowing access by non-US persons to US technical information, regardless of whatcountry the exposure occurs intransporting technical data or software on your phone or laptop, or tools or equipment in yourluggage when traveling to another country
Export controls broadly apply to tangible and intangible transfers of items from one
country to another; they may apply to each of these circumstances. To learn more about export
rules or to obtain guidance about a particular transfer, go to the ECO page.

Who Must Adhere to these Standards?
Every employee, including the Company’s executive management team, as well as the members of our
Board, must know and are bound by these Standards. People managers have a special responsibility to
set the right example; they must also foster an open door culture in which every employee is comfortableasking questions and raising concerns.

What If I Have a Standards-Related Question or Concern?
You have an array of resources that are ready to help should you have any concerns orquestions about how these Standards apply to a particular circumstance. ECO is available 24 hours aday, 7 days a week at 844.943.4554, yahooinc.com/yahooethics or
ECO@yahooinc.com. Alternatively, you can contact ECO by mail at Ethics and Compliance Oﬃce,
11955 Democracy Drive 14th and 15th Floors Reston, Virginia 20190.
You must immediately report any instance of violence, hostile behavior, or possession of weapons oncompany property to Security. In cases of imminent danger, you should contact
911 or local law enforcement ﬁrst, and then contact Security at 408.349.4357 (The Americas),+353.1.866.3911 (EMEA) or +91.80.3077.5050 (India/APAC).
You must report any concerns or questions you have about the accuracy or integrity of Yahoo’s ﬁnancial
statements, reporting, accounting, internal accounting controls, or auditing matters to Internal Audit ataccountingcomplaints@yahooinc.com or to ECO@yahooinc.com.

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Whistleblowing
Note that, in some circumstances, it may be appropriate for you to raise a concern externally to agovernment official. Nothing in these Standards of Business Conduct or any other Yahoo
policy does or shall be construed to prevent you from participating in or assisting with aninvestigation, filing a charge or otherwise communicating with any government office, regulator oragency, and you are not required to give the Company notice of such action. In addition, theCompany maintains a whistleblowing policy to provide guidance on
applicable whistleblowing laws in certain jurisdictions in which we operate, including the processes
we have implemented to facilitate whistleblowing activity and to protect whistleblowers.

No Retaliation
We do not tolerate retaliation against employees for submitting complaints or participating ininvestigations. If you believe that you or anyone else is the subject of retaliation for reporting
misconduct or participating in an investigation, you must report it to ECO.

Investigations
You must cooperate completely in any investigation, including providing access to personal devices andaccounts that you use for work-related purposes. You must be honest andforthcoming at all times, and you may never misrepresent, withhold, or selectively disclose facts during an
investigation. You can’t interfere with or obstruct an investigation conducted by the Company or by any
government agency.

Resources
In addition to the online, email, and mail contact options provided above, we have established an SBC
Regional Advisors program -- a group of lawyers and business professionals drawn fromour different businesses and the different markets in which we operate that provides local pointsof contact and lines of communication that help us improve how we spot, manage, and stayahead of ethics and compliance risks.
For a list of regional advisors and company policies, visit the ECO page on The Street. And you
should always feel free to contact the Ethics and Compliance Oﬃce directly at
ECO@yahooinc.com.

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