October 2015 December 2015 InvestorYahoo!Trimas Presentation Investor Investor Presentation: Presentation OctoberA Better 15, 2015 Plan For Yahoo Shareholders 1370 Avenue Of The Americas – 28th Floor New York, NY 10019 [email protected] 212.445.7829 Confidential | For Discussion Purposes Only | Disclaimer The views expressed herein represent the opinions of SpringOwl Asset Management LLC (“SpringOwl"), which opinions are based exclusively on publicly available information with respect to Yahoo! Inc. ("Yahoo"). These materials are for general informational purposes only. They do not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive these materials, and should not be taken as advice on the merits of any investment decision. Opinions expressed herein are current opinions as of the date appearing in this material only. 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Neither these materials nor anything contained herein is intended to be nor should it be construed or used as, investment, tax, legal or financial advice, an opinion of the appropriateness of any security or investment, or an offer, or the solicitation of any offer, to buy or sell any security or investment. Confidential | For Discussion Purposes Only | 2 Table of Contents I. Executive Summary IV. StarBoard’s “Sell At Lows” Plan I. Company Overview…(5) I. The StarBoard Plan…(68) II. A Breakdown of All Fundamentals…(6-15) II. The Problems With StartBoard Plan…(69) III. Private Equity, Starboard, Turnaround…(16-18) III. Private Equity Has Tried To Buy Yahoo For Cheap Before …(70) IV. Yahoo’s Potential and Value Creation Plan…(19-23) IV. StarBoard’s “Sell At Lows” Plan Isn’t Attractive…(71) V. The Downside Risk of Selling/Spinning The Core…(72) II. How Yahoo Lost Its Way I. Yahoo Once King Of The Internet…(25) V. A Better Plan For Yahoo Shareholder II. Constantly Changing Leadership …(26) I. A Yahoo Turnaround for Yahoo’s Public Shareholders…(74-76) III. How Yahoo Used To Make Money vs. Today …(27-28) II. 10-Step Turnaround Plan…(77-85) IV. Has Yet To Make the Shift To Mobile …(29-30) III. Yahoo’s Next CEO…(86-88) IV. Potential Buyer of Yahoo Core…(89-90) III. The Status Quo At Yahoo Isn’t Working V. Summary of Yahoo Action Plan…(91-93) I. Why Yahoo’s Board Picked Mayer …(32-35) II. A Refusal To Face Reality On Costs …(36) VI. Appendices III. Expensive M&A …(37-43) I. Corporate Governance…(95) IV. Where Are The New Products …(44-47) II. Board Profile…(96) V. The Shift To Mobile …(48-53) III. Board Compensation Profile…(97) VI. Pay For No Performance…(54-57) IV. Ownership Profile…(98) VII. Worse Culture Than When She Started…(58-60) V. ISS Peer Group…(99) VIII. Unprofitable Deals… (61) IX. Stock Buybacks…(62) X. Poor Performance of Core Business…(63-66) Confidential | For Discussion Purposes Only | 3 Executive Summary Section I Confidential | For Discussion Purposes Only | 4 Yahoo! and “Core Business” Overview Financial Snapshot (12/09/15) What is What is the “Core Business”? ($ in millions, except per share data) Yahoo! Inc. is a technology company. Its “Core” is engaged in providing Internet search, communication and digital content. The Company manages its business Current Price $33.99 52-Week High $51.68 geographically: the Americas; Europe, the Middle East and Africa (EMEA), and 52-Week Low $27.20 Asia Pacific. The Company's products include Search, Communications, Digital LTM Revenue (ex-TAC) $4,268 LTM EBITDA, Adj $477.1 content, Flickr, and Tumblr. Yahoo Search is a search engine which serves as a LTM Net Income $392.7 starting point to navigate the Internet and discover information, which is ranked Market Cap $33,370 Net Cash $5,500 and organized -based on their relevance to the query. Yahoo Mail connects users Total Debt $1,217 Enterprise Value $25,600 across mobile phones, tablets and PC. Yahoo.com offers news and information, EV/Revenue 6.0x including Yahoo original content and partner content. Flickr is a Web and mobile EV/EBITDA 53.7x EV/EBITDA Ex-Asia Stakes 2.2x1 photo management and sharing service. Tumblr offers a Web platform and mobile F P/E 57.8 P/FCF Negave applications (particularly on the iOS and Android platforms) that allow users to Total Debt/EBITDA 2.6x create, share and curate content. Yahoo is also a digital publisher and advertising technology provider. Note: As of 12/09/2015 Source: Public Data; ISS Proxy Advisory Services 1 Assumes Asian Stakes taxed at 38% Confidential | For Discussion Purposes Only | 5 Yahoo 1-Year Historical Chart Nasdaq: 7.0% Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Yahoo: -31.0% Yahoo Nasdaq Note: As of 12/09/2015 Source: Bloomberg (1-Year Daily Price Chart) Confidential | For Discussion Purposes Only | 6 Yahoo 3-Year Historical Chart Yahoo: 81.5% Nasdaq: 71.2% Dec-12 Dec-13 Dec-14 Dec-15 Yahoo Nasdaq Note: As of 12/09/2015 Source: Bloomberg (3-Year Daily Price Chart) Confidential | For Discussion Purposes Only | 7 Yahoo 5-Year Historical Chart Nasdaq: 94.8% Yahoo: 105.6% Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Nasdaq Yahoo Note: As of 12/09/2015 Source: Bloomberg (5-Year Daily Price Chart) Confidential | For Discussion Purposes Only | 8 But Yahoo’s Stock Has Recently Only Been A Tracking Stock For Alibaba: IPO: 09/14/2014 Alibaba: -10.1% Yahoo: -14.9% Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Alibaba Yahoo! Note: As of 12/09/2015 Source: Bloomberg (1-Year Daily Price Chart) Confidential | For Discussion Purposes Only | 9 Yahoo’s Core Business Is In Need Of A Turnaround: 5-Year Yahoo EBITDA Trend 1,506 1,457 1,447 1,206 - 55% 843 638 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 Current/LTM ($) Millions Company AOL GOOG FB TWTR Avg. 5-Year EBITDA -40% +97% +444% -86% +100% Growth Note: Current LTM as of (09/30/2015) Source: Bloomberg Confidential | For Discussion Purposes Only | 10 Yahoo’s Core Business Is In Need Of A Turnaround: 5-Year Yahoo Revenue Trend (Including Traffic Acquisition Costs) 6,325 - 21% 4,984 4,987 4,680 4,618 4947.98 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 Current/LTM ($) Millions Company AOL GOOG FB TWTR Avg. 5-Year Revenue +6% +144% +640% +690% +370% Growth Note: Current LTM as of (09/30/2015) Source: Bloomberg Confidential | For Discussion Purposes Only | 11 Yahoo’s Core Business Is In Need Of A Turnaround: 4-Year Yahoo Stock-Based Compensation Expenses 420 88% 278 224 ($) Millions 223 203 Dec 2010A Dec 2011A Dec 2012A Dec 2013A Dec 2014A Source: Company Fillings (DEF14A) Confidential | For Discussion Purposes Only | 12 Yahoo’s Headcount Still Excessively High Given Revenues: Yahoo Full Time Employee Headcount (2004-2015) vs. Revenue (2004-2015) 15,000 8,000 14,000 7,000 13,000 6,000 12,000 5,000 11,000 4,000 10,000 3,000 9,000 2,000 8,000 1,000 3,574 6,324 4,984 5,257