UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 2)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2014

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from to

Commission File Number 000-28018





Yahoo! Inc.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0398689                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

701 First Avenue

Sunnyvale, California 94089

(Address of principal 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:



|                              |  |                                                          
|----------------------------- |  | ---------------------------------------------------------
|Title of Each Class           |  | Name of Each Exchange on Which Registered                
|Common stock, $.001 par value |  | The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

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

(Title of Class)





Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

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

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 90 days.    Yes  x    No   ̈

Indicate by check mark
whether the Registrant has submitted electronically and posted on its corporate 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 was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers 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 by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  x



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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.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of June 30, 2014, 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 of affiliate status is not necessarily a conclusive determination for any other purpose.

The number of shares of the Registrants common stock outstanding as of July 31, 2015 was 941,390,842.

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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EXPLANATORY NOTE

This Amendment No. 2 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, originally filed on February 27, 2015 (the Original 10-K), of Yahoo! Inc., a Delaware corporation (Yahoo, the Company, or we). On September 24, 2015, we filed Amendment
No. 1 to the Original 10-K (the Prior Amendment). We are filing this Amendment to amend Item 15 to include the separate financial statements of Alibaba Group Holding Limited and its subsidiaries (Alibaba) as
required by Regulation S-X Rule 3-09 (the Rule 3-09 financial statements), which were not included in the Original 10-K because Alibabas fiscal year ended after the date of the filing of the Original 10-K. The Rule 3-09 financial
statements include Alibabas consolidated balance sheets as of March 31, 2014 and March 31, 2015; and its related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in
shareholders equity, and consolidated statements of cash flows for the years ended March 31, 2013, March 31, 2014, and March 31, 2015.

This Amendment should be read in conjunction with the Original 10-K, the Prior Amendment and the Companys other filings made with the
Securities and Exchange Commission subsequent to the filing of the Original 10-K on February 27, 2015. The Original 10-K has not been amended or updated to reflect events occurring after February 27, 2015, except as specifically set forth
in the Prior Amendment and this Amendment.



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(a) The following documents are filed as part of this
report:

1. Consolidated Financial Statements:

The
consolidated financial statements of the Company, as listed in Item 15 of the Original 10-K, are included in Item 8 of the Original 10-K.

2.
Financial Statement Schedules:

The financial statement schedules and supplementary financial data of the Company, as listed in Item 15 of the
Original 10-K, are included in Item 8 of the Original 10-K.

The financial statements of Yahoo Japan Corporation and its consolidated subsidiaries
required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to the Prior Amendment.

The financial statements of Alibaba Group Holding Limited
and its subsidiaries required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.2 to this Amendment.

3. Exhibits:

The exhibits listed in the Exhibit Index of the Original 10-K, the Prior Amendment and this Amendment are filed with, or incorporated by reference in, this
report.



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Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 29th day of September 2015.



YAHOO! INC.By:

/s/ KEN GOLDMANKen GoldmanChief Financial Officer(Principal Financial Officer)




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INDEX TO EXHIBITS

The following exhibits are included, or incorporated by reference, in this Amendment (and are numbered in accordance with Item 601 of
Regulation S-K). Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.



|               |  |                                                                                                                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                             
|               | 
|23.3*          |  | Consent of PricewaterhouseCoopers, Independent Registered Public Accounting Firm of Alibaba Group Holding Limited.                                                                                      
|               | 
|31.5*          |  | Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2015.
|               | 
|31.6*          |  | Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 29, 2015.
|               | 
|32.3**         |  | Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated September 29, 2015.  
|               | 
|99.2*          |  | Audited Consolidated Financial Statements of Alibaba Group Holding Limited and its subsidiaries as of March 31, 2014 and 2015 and for the years ended March 31, 2013, 2014 and 2015.                    



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith.
|-- | -------------------