First look at Netflix numbers: A loss of $0.08 a share on revenue of $870 million. Wall Street was expecting revenues of $855 million and a loss of $0.27 a share. The crucial number: 23.41 million domestic streaming subscribers. Netflix had told investors to expect 22.8 million to 23.6 million.

Netflix had previously said it might lose money throughout 2012, but now says things could get better sooner, and predicts that it may turn a profit in Q2. “The improvement in the outlook is a result of continued member growth (both domestically and internationally), as well as increased efficiency of our content and marketing spending,” CEO Reed Hastings writes in his shareholder letter.

But the market isn’t happy with something — shares are down 16 percent — so we’ll try to figure out why. Perhaps this: “Q2 net adds will be below those of 2010, despite Q2 gross adds following the traditional seasonal pattern, and despite us expecting to match 2010 in annual net additions,” Hastings writes. He adds: “We see nothing new or particularly concerning this quarter to date in our member viewing, acquisition and retention. All are healthy.”

Someone disagrees.

(Update: OK, here’s Citi’s Mark Mahaney’s take on the market’s reaction. As I suspected, it is about the paragraph above — Hastings is saying subscriber growth will slow next quarter, but net out just fine for the year, and Wall Street doesn’t believe him.

“We believe this is due to concerns over the company’s Domestic Streaming Net Adds outlook — 500K Net Adds in Q2 vs. the Street at 1.2MM. NFLX is, however, laying out an outlook for 7MM Domestic Streaming Adds in 2011. This is higher than our 5MM estimate, and we believe is in-line with or higher than most Street estimates. The issue is market skepticism that NFLX can reach this level given the June Quarter guide.”)

Per usual, Hastings notes competition from Amazon and Hulu, and now Comcast’s Streampix offering. Also per usual, he says he can’t see any near-term effect from those services on his business, but promises to “watch them carefully.” And again, he argues that his long-term competition comes from the cable guys, and the promise of their “TV Everywhere” strategy.

Hastings also said the company’s expansion into U.K. and Ireland is promising. But he acknowledges what many Wall Street analysts have already concluded: Latin America will be a challenge. “The odds of us building a large, profitable business in Latin America are very good, but it will take longer than we initially thought.”

Again, here’s the “cheat sheet” from Citi’s Mark Mahaney so you can try to interpret the numbers yourself.

The cost-per-click number, which freaked out Wall Street last quarter, was down another 12 percent. That’s a bigger drop than many analysts had predicted.

Meanwhile, Google is creating a new class of non-voting stock, which it says will end up creating a 2-1 stock split. Here’s a brief explanation via CEO Larry Page’s Google+ page:

Effectively a Stock Split: And a New Class of Stock

Today we announced plans to create a new class of non-voting capital stock, which will be listed on NASDAQ. These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It’s effectively a two-for-one stock split — something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.

So is Google planning on another big, Motorola-sized deal that’s planning on using stock? No, Page says: “We don’t have an unusually big acquisition planned, in case you were wondering.”

This is technically a “proposal,” but since Page, Sergey Brin and Eric Schmidt effectively control Google already, it’s a foregone conclusion — which is exactly the concentration of power the move is supposed to sustain. It should go into effect later this summer.

My colleague Liz Gannes is live-blogging the earnings call here; you can also listen in for yourself via YouTube.

Here’s Citigroup analyst Mark Mahaney’s “cheat sheet” to help you interpret the numbers:

And here’s the entire text of Page’s Founders’ Letter, followed by a statement from chief legal officer David Drummond:

FOUNDERS’ LETTER 2012

Introduction

Throughout our evolution, from privately held start-up to large, publicly listed company, we have managed Google for the long term — enjoying tremendous success as a result, especially since our IPO in 2004. Sergey and I hoped, though we did not expect, that Google would have such significant impact, and this progress has made us even more impatient to do important things that matter in the world. Our enduring love for Google comes from a strong desire to create technology products that enrich millions of people’s lives in deep and meaningful ways. To fulfill these dreams, we need to ensure that Google remains a successful, growing business that can generate significant returns for everyone involved.

Corporate Structure

When we went public, we created a dual-class voting structure. Our goal was to maintain the freedom to focus on the long term by ensuring that the management team, in particular Eric, Sergey and I, retained control over Google’s destiny. As we explained in our first founders’ letter:

“We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long term bet on the team, especially Sergey and me, and on our innovative approach…

We want Google to become an important and significant institution. That takes time, stability and independence…

In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier…

The main effect of this structure is likely to leave our team, especially Sergey and me, with increasingly significant control over the company’s decisions and fate, as Google shares change hands…

New investors will fully share in Google’s long term economic future but will have little ability to influence its strategic decisions through their voting rights…

Our colleagues will be able to trust that they themselves and their labors of hard work, love and creativity will be well cared for by a company focused on stability and the long term…

As an investor, you are placing a potentially risky long term bet on the team, especially Sergey and me. …. Sergey and I are committed to Google for the long term.”

I wanted to quote all that because these were the clear, well-publicized expectations we established for investors in 2004. While this decision was controversial at the time, we believe with hindsight it was absolutely the right thing to do. Eight years later, these statements are still remarkably accurate, and everyone involved has realized tremendous benefits as a result. Given Google’s success, it’s unsurprising that this type of dual-class governance structure is now somewhat standard among newer technology companies.

In our experience, success is more likely if you concentrate on the long term. Technology products often require significant investment over many years to fulfill their potential. For example, it took over three years just to ship our first Android handset, and then another three years on top of that before the operating system truly reached critical mass. These kinds of investments are not for the faint-hearted.

We have protected Google from outside pressures and the temptation to sacrifice future opportunities to meet short-term demands. Long-term product investments, like Chrome and YouTube, which now enjoy phenomenal usage, were made with a significant degree of independence.

We have a structure that prevents outside parties from taking over or unduly influencing our management decisions. However, day-to-day dilution from routine equity-based employee compensation and other possible dilution, such as stock-based acquisitions, will likely undermine this dual-class structure and our aspirations for Google over the very long term. We have put our hearts into Google and hope to do so for many more years to come. So we want to ensure that our corporate structure can sustain these efforts and our desire to improve the world.

Effectively a Stock Split: And a New Class of Stock

Today we announced plans to create a new class of non-voting capital stock, which will be listed on NASDAQ. These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It’s effectively a two-for-one stock split — something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.

We recognize that some people, particularly those who opposed this structure at the start, won’t support this change — and we understand that other companies have been very successful with more traditional governance models. But after careful consideration with our board of directors, we have decided that maintaining this founder-led approach is in the best interests of Google, our shareholders and our users. Having the flexibility to use stock without diluting our structure will help ensure we are set up for success for decades to come.

In November 2009, Sergey and I published plans to sell a modest percentage of our overall stock, ending in 2015. We are currently halfway through those plans and we don’t expect any changes to that, certainly not as the result of this new potential class. We both remain very much committed to Google for the long term.

It’s important to bear in mind that this proposal will only have an effect on governance over the very long term. In fact, there’s no particular urgency to make these changes now — we don’t have an unusually big acquisition planned, in case you were wondering. It’s just that since we know what we want to do, there’s no reason to delay the decision. Also note that there will be no immediate change in votes, because everyone will still have the same number. In addition, Eric, Sergey and I have all agreed to “stapling” arrangements so that, above set thresholds, if our economic interest in Google were to decline, our votes would as well. We also have provisions to ensure all shareholders are treated fairly from an economic perspective.

For more details on all of this, please see the postscript below from our Chief Legal Officer, David Drummond, and the preliminary proxy statement we will file with the SEC next week.

Conclusion

We have always managed Google for the long term, investing heavily in the big bets we hope will make a significant difference in the world. Some of these bets have been tremendous, funding our activities and generating significant gains for our shareholders. Others have been less successful. But the ability to take these kinds of risks has been crucial to Google’s overall success and we aim to maintain this pioneering culture going forward.

The proposal we announced today is consistent with the governance philosophy we articulated when we took the company public, as well as the trend for newer technology companies to adopt strong dual-class
structures. We believe that it will provide great competitive strength — insulating Google from short-term pressures, whatever the source, for a long time to come, while also giving us more flexibility around equity grants.

Investors and others have always taken a big bet on us, the founders, and that bet will likely last longer as a result of these changes. We are honored that so many of you have put your trust in us and we recognize the tremendous responsibility that rests on our shoulders. We think this is a good thing because users rely on Google to produce and operate amazing technology products and to safely and responsibly store their data. This is our passion.

Sergey and I share a profound belief in the potential for technology to improve people’s lives and we are enormously excited about what lies ahead. I couldn’t write a better conclusion to this founder’s letter than what we wrote in 2004… so here goes: “We have a strong commitment to our users worldwide, their communities, the web sites in our network, our advertisers, our investors, and of course our employees. Sergey and I, and the team will do our best to make Google a long term success and the world a better place.”

Larry Page
CEO and Co-founder

Sergey Brin
Co-founder

April 2012

Postscript from David Drummond, Chief Legal Officer, Google Inc.

This is not the usual yada yada… so please read on.

Although we’ll be filing a comprehensive proxy statement soon, I wanted to share some details about today’s proposal to create a new class of stock and the process our board of directors followed to approve it.

As Larry and Sergey note above, the stock dividend we are announcing today will have the basic effect of a two-for-one stock split. Each holder of a share of Class A or Class B common stock will receive one share of the new non-voting Class C capital stock. So after the dividend, a stockholder who currently owns one Class A share with a single vote will continue to own that share plus one Class C share without a vote.

The Class A shares will continue to trade under the “GOOG” ticker symbol, while the Class C shares will trade under a different ticker symbol, so stockholders will be able to trade these shares, just as they can with Class A shares today. Except for voting rights, the Class C shares will have the same rights as the existing Class A and Class B shares. As is typically the case with stock splits, the Class C stock dividend will be tax-free.

One thing to keep in mind is that immediately after the Class C dividend, all stockholders, including Larry, Sergey and Eric, will retain the same voting interest they hold prior to the dividend. In addition, Larry, Sergey and Eric have agreed to subject their shares to a Transfer Restriction Agreement. This agreement will maintain the same link between their voting and economic interests that exists today, even if they sell some of their non-voting Class C shares. If the founders or Eric wish to sell or transfer their non-voting Class C shares, a “stapling” provision in the agreement requires them to either sell an equal number of Class B shares, or convert an equal number of Class B shares into Class A shares. No other stockholders
will be subject to these restrictions upon the transfer or sale of their shares. The stapling requirement will terminate as to the founders when their collective ownership falls below a certain threshold, and as to Eric when his ownership falls below a certain threshold. Further details of the Transfer Restriction Agreement will be included in our proxy, but it’s important to note that the stapling provision is designed so that, subject to the thresholds, the votes held by the founders and Eric will be reduced proportionally as their economic interest in the company declines.

Our board of directors carefully considered this proposal to create a new class of stock before reaching a decision. In January 2011, the board established a special committee, comprised of independent, non-management board members to consider a new class of stock, or other alternatives. This committee retained its own financial and legal advisers to assist with its deliberations, and met on numerous occasions over the 15 months that the special committee considered the proposal separately from the board. The committee recommended, and the board unanimously approved, today’s proposal.

The proposal is subject to the approval of a majority of the voting power of Google’s common stock, voting together as a single class, at our annual meeting on June 21, 2012. Given that Larry, Sergey, and Eric control the majority of voting power and support this proposal, we expect it to pass. The Board of Directors has not set a record date for the issuance of the Class C dividend and currently expects to set the date following the annual meeting.

Next week, we’ll file a preliminary proxy statement with the SEC, which will contain further details regarding today’s proposal.

David Drummond
Chief Legal Officer, Google Inc.

Netflix CEO Reed Hastings, who is also a Facebook board member, is backing a bill that would change the law. Right now, it’s tied up in the Senate.

But if it passes, don’t expect Netflix subscribers to thank him. They have absolutely no desire to learn what their Facebook pals are watching.

That’s the no-doubt-about-it conclusion from a new survey commissioned by Citi analyst Mark Mahaney: He finds that seven out of 10 Netflix subs are “not at all interested” in “seeing what [their] FB friends have watched on Netflix.”

Here’s what that looks like in a bar chart:

As Mahaney notes, it’s possible that the folks he surveyed just don’t know how cool it will be to learn that their pals are watching “Mad Men” or “Dora the Explorer” or whatever. And that if it becomes possible, they’ll change their mind.

But it’s worth noting that Hulu has synced up with Facebook (I’ve never really understood why it’s not constrained by the same law, but whatever). And so far I don’t think I’ve ever seen a Facebook pal tell me what they’re watching there.

There are a bunch of ways to explain that nonscientific observation away. But my gut is that people are actually sort of private about a lot of their video viewing, and don’t want to automatically share it with the Web.

It’s not like Spotify, where even though you may not be proud that you were listening to .38 Special, you don’t really care if anyone knows.

Yes, lots of people will tell you — on Facebook or Twitter, or maybe even one of those TV check-in services — about a specific show they’re watching.* But that’s a lot different from a deluge, which is what Facebook seems to want.

And Netflix users, at least, want no part of it.

*I just finished season 4 of “Breaking Bad” this weekend. So great. I literally yelped in delight at the end of the last five or six episodes.

(Image courtesy of Shutterstock/Everett Collection)

The social networking giant has just added five more lead investment banks to its IPO from the original six, according to an updated filing. On top of that, Facebook added another 20 investment banks that will get a piece of the action.

The new members to the lead group are Citigroup, Credit Suisse, Deutsche Bank Securities, RBC Capital Markets, Wells Fargo Securities.

Read the rest of this post on the original site »

Dell’s earnings were 51 cents and missed the consensus of analysts by a penny; the company also said that revenue would decline by 7 percent in the current quarter. In a note to clients today, Shaw Wu of Sterne Agee dropped his rating to “underperform,” the equivalent of a “sell,” arguing that Dell’s PC business continues to suffer at the competitive hands of Apple, Acer and rejuvenated Hewlett-Packard. “We are concerned with the company’s longer-term fundamental position and may face more difficulty making further operational improvements,” Wu wrote.

Richard Kugele, of Needham and Co. in New York, downgraded Dell to a “hold” from a “buy.” Rich Gardner of Citigroup also cut his rating to “hold” and dropped his target price to $19 from $20, citing declining prospects for improvements to Dell’s gross margin in the current quarter.

But the chorus of analysts wasn’t all negative. Chris Whitmore of Deutsche Bank, who last week suggested that, all things considered, Dell’s results might turn out “pretty good,” saw it differently. He blamed the ongoing shortage of hard drives brought on by last year’s flooding in Thailand and weak public sector buying, and still finds Dell attractive. The shortage, he says, was the primary reason that Dell’s gross margins — which came in at 21.7 percent — missed estimates. “Gross margins were light due to negative hard drive impact — shortages hampered the ability to sell richer high-end systems — and soft public sector results,” Whitmore wrote in a note to clients today. He maintained his “buy” rating.

Brian Marshall of ISI maintained his “neutral” rating. He wrote in a note today that Dell’s plan of shifting its revenue base away from consumer and business PCs and toward higher-value enterprise IT, software and services is going to take years. “We believe changing the composition of a $60 billion revenue base is non-trivial and takes years not quarters to successfully navigate. [We're] still scratching our heads on how earnings per share grows in 2012. … In the face of flat revenues, declining gross margins and continued operational expense growth, we struggle on how EPS will be up in 2012. We like the plan, just not the set-up.”

(Michael Dell photo by Asa Mathat)

Yahoo will report its fourth quarter earnings tomorrow, after the markets close, which most expect to be lackluster compared to a year ago.

To call this report a surprise would be, well, wrong.

In fact, it will be the 13th quarter in which the Silicon Valley Internet giant has done worse that the previous year. (This has happened as Internet advertising has boomed for sites like Google and Facebook, as a point of reference.)

Welcome aboard, new CEO Scott Thompson! Now, what are you going to do about it?

Probably cut costs first, including staff, and try to quickly figure out an all-new, this-time-it’ll-take strategery about what to do to turnaround the much beleaguered Yahoo.

But, first, the depressing quarter to deliver again.

The estimates for that weak performance have a range, but the consensus of analysts is expecting revenue to be $1.19 billion on profits of 23 to 24 cents. If Yahoo has managed to rein in costs more than expected, some analysts are hoping for a slightly better report.

Still, all the indications are for more negative signs in user engagement, search share, display advertising stats and more.

Thus, we await the light at the end of the tunnel.

As Citigroup’s Mark Mahaney noted in his cheat-sheet analysis:

“Valuation remains intriguing, but we’re still waiting for convincing Top-Line Turnaround Story Proof. With new CEO Scott Thompson, we believe YHOO will be another wait-and-see turn-around story.”

Of course, much of the action is taking place elsewhere, with the company ferreting away at the deal to sell off a big stake in Yahoo’s Asian assets and also subtracting and adding new board members.

But tomorrow, it’s once more unto the Wall Street breach, dear friends, or close the wall up with our purple dread.

Until the results are in, here’s a recent video I did for WSJ.com’s online Digits show on the possible layoffs at Yahoo:

Earlier this month, investors pushed Google shares up past $670 — the highest they’ve ever been. They’ve since pulled back a bit, but not for performance reasons: The Street still expects Google to post net revenue of around $8.4 billion — that’s up about 30 percent over the previous year — and earnings of around $10.46 a share — up about 20 percent.

If there are questions out there about Google, the Street seems to think they’re about what could happen — government regulation, a misstep with the $12.5 billion Motorola Mobility deal, etc. — than what just happened over the last three months.

Analysts who have been listening to search marketers say they don’t see any real signs of slowdown over the last quarter, even as other ad businesses have been roughed up. (We’ll ignore, for now, an outlier report from Kantar Media which reports a huge and puzzling decrease in paid search.)

As always, there is lots of interesting stuff going on at Google. And, as usual, you can expect Larry Page and company to say very little about it, other than making vague comments about the strength of their core search business, and some acknowledgement that their video, mobile and display ads are starting to become very significant businesses of their own.

In a fantasy world, we’d like to hear Page, et al, talk about what they really think about Facebook, and whether that move to shove Google+ pages into Google search results is as telling as it seems to be. We’d also like to hear more detail about their plans for Motorola, assuming the deal goes through early this year. Don’t hold your breath.

For more grounded speculation, we can consult this cheat sheet from Citi’s Mark Mahaney, which lets you see how different results might move GOOG shares. We continue to find these summaries as useful as ever (click image to enlarge):

Khan has been named co-CEO of Chinese mobile security company NQ Mobile, known until today as NetQin. Khan will lead the company along with current CEO Henry Lin.

Among Khan’s new duties will be helping lead the company’s international expansion — including increasing its presence in North America as well as in areas including Latin America, Europe, Japan and Korea.

“They are already the largest mobile security company in the world,” Khan said in a telephone interview on Thursday. “I’m excited about helping take their technology globally.”

Khan, who will be based in Dallas and starts the new gig on Monday, said that although NetQin has been known for its consumer products, there is a big opportunity in helping businesses deal with all of the workers who want to access corporate data on their smartphones.

Another part of his role will be helping beef up the company’s small team in the United States.

Khan joined Samsung in 2008 as senior VP of strategy and before that was a vice president at Motorola. Although he was at Citi for only six months, Khan said the company had accomplished a lot in a short time and was well positioned in the mobile arena.

“I think Citi has a tremendous opportunity ahead of them as well,” Khan said. “They were very good to me.”

A main attraction: the bank’s top-ranked Internet analyst, Mark Mahaney.

Read the rest of this post on the original site »

It’s not clear if Netflix’s recent series of snafus are Amazon’s gain or not. But in a just-released report by ForeSee, one went up and one went down.

It’s an easy guess which was which.

In the well-known customer satisfaction survey of the Top 40 online retailers during the holiday season — which ForeSee has been conducting twice a year for the last seven years — Amazon rose to its highest spot ever, while Netflix’s score dropped significantly.

Amazon got an 88 out of 100, up two points, while Netflix dropped seven points to 79. The survey noted that “Netflix saw scores drop in every single element of the website that ForeSee measures, including site content, site functionality, merchandise, and prices.”

Ooops.

(Netflix fared better with customers in another poll last week, conducted by Citigroup. As Peter Kafka noted: “They’re less happy than they used to be. But they don’t seem to be going anywhere.”)

But in the ForeSee survey, Netflix moved from being a consumer darling to just another face in the crowd. It garnered the average score, which is also 79, a number that has risen from 74 since 2005.

But Netflix was not the only online retailer hit. Also down: Gap.com (down 6 percent to 73), and Overstock.com (down 5 percent to 72).

But on the up: TigerDirect.com (up 8 percent to 79) and J.C. Penney (up 6 percent to 83).

In general, ForeSee concluded that consumers are starting to get the hang of this e-commerce thing, and have become less price-sensitive, too.

And here’s a pretty chart explaining it all (click on the image to make it larger):

They’re less happy than they used to be. But they don’t seem to be going anywhere.

That’s the cautiously optimistic conclusion of a new survey Citigroup commissioned over the past few months. It finds existing subscribers still fairly pleased with the service Reed Hastings is offering: 57 percent say they’re either “extremely satisfied” or “very satisfied.” But Hastings’ good will has certainly eroded a bit: In May, a similar survey found 50 percent of his customers in the “extremely satisfied” category. That number is now down to 18 percent.

As Citi analyst Mark Mahaney points out, the survey is a bit skewed, since Netflix subscribers who were most disappointed with the service’s changes — a price hike, an ill-fated attempt to spin off its DVD business into a separate unit, and the loss of programming deal that gives the company access to Sony and Disney movies — have already bailed.

But a different survey question suggests one reason customers are sticking around with Netflix: They don’t see many other options.

While Amazon has been building up its catalog of streaming video, only 9 percent of Netflix customers said they’ve watched movies or TV shows there. And while 15 percent said they’ve used Hulu, that number is down from 19 percent in May. Apple’s iTunes comes in at 8 percent. (Perhaps the reason only 27 percent of Netflix subscribers say they use Netflix is because they’re distinguishing between apps and the site. But that seems like a fairly precise distinction for a large number of people to make, so who knows.)

The very big picture is that Mahaney still assumes Netflix will keep growing. He figures its DVD-only subscribers will drop by 800,000, to 9.9 million, over the next year. But he thinks streaming subscribers will increase 9.9 million, to 30.9 million, and that the company will add a few million more as it expands in Latin America and the U.K. He also thinks Netflix will become profitable again by the end of 2012.

But none of that is going to help anyone who bought Netflix stock earlier this year, when shares had climbed as high as $300. Mahaney has lowered his price target for NFLX, and is now hoping it climbs back to $80.

In midday trading, the company’s shares fell 5 percent to $22.09 a share. Even so, that’s up from late last month, when the Chicago company traded as low as $15.24 a share, or roughly half of what some investors paid on day one.

The company is like a student in high school who still needs to push in order to get accepted into an Ivy League school. Even though it’s likely a shoo-in — and it’s already gone public — there’s no leeway for senioritis.

Most of the analysts’ evaluations were concerned about risks, such as the company’s short operating history, the prospects for growth now that it has gotten so large and intense competition coming from peers like LivingSocial, Amazon and Google among many others.

“While much execution lies ahead in order to meet expectations, the opportunity is large and Groupon has competitive advantages,” according to Barclays Capital, which had a neutral rating and a price target of $27.

J.P. Morgan also gave Groupon a neutral rating, but set a lower price target of $24 a share because there was still a lot to do despite its first-mover advantage.

“As subscriber growth slows, we project a major profitability ramp for Groupon over the next two years. However, we believe this ramp is largely anticipated and its magnitude leaves little room for error in execution and operations at current levels,” the analyst wrote.

Citigroup’s Mark Mahaney had the harshest words, saying he was “waiting for a better deal.”

He attributed his neutral stance and $24 price target to the lack of success in the company’s new segments, such as real-time offers, vacation packages and physical goods. “That, we believe, could take significant time to prove out,” Mahaney explained.

Nearly all the analysts were also concerned about the upcoming expiration date for a lock-up period. Expected in May 2012, it would allow some early investors and employees to dump the stock.

In other words, we could see a lot of people cashing in their vouchers right as the offer expires.

But here’s the counterpoint: Search — which means Google — appears to be doing just fine.

Citigroup’s Mark Mahaney has been checking with search marketers, who tell him that Q4 looks a whole lot like the rest of 2011, except maybe a bit better: “Our panel is tracking U.S. Search spend to be up between 15% and 27% Y/Y, rates that are largely in-line with or faster than Q1-Q3 trends.”

Mahaney notes that Efficient Frontier, the search marketer Adobe plans on buying, says its Q4 numbers show a “slight deceleration” from the rest of the year. But compared to the sour faces I’ve seen from some ad guys in recent weeks, that’s fine.

Also of note: Mahaney says that mobile advertising, which has generated lots of hype but not that many dollars, may finally be here, at least when it comes to search. There’s a “a clear consensus that Mobile Search spend is becoming material,” he writes, and will account for 10 percent or more of many search buyers’ spend.

In April, Expedia proposed a plan that would break the business into two public companies.

One would be a travel agency, focused on selling air, hotel and car rentals, and the other would be TripAdvisor, the travel reviews site that operates in 27 countries and 19 languages.

The deal is expected to close on or about Dec. 20, including a one-for-two reverse stock split immediately prior to the spin-off. Expedia will trade under the symbol EXPE and TripAdvisor will trade under TRIP.

Today, the company filed a presentation with the Securities & Exchange Commission detailing Expedia’s standalone growth prospects. The case will be an important one to make given that TripAdvisor is often seen as the more attractive of the two companies.

The Bellevue, Wash.-based company plans to present the slides to various investors and analysts over the next two-and-a-half months.

In the presentation, Expedia lists three major growth opportunities: International expansion, especially in Asia; a greater concentration on hotel bookings, which have higher margins than airplane tickets; and new distribution platforms, such as cellphones and tablets.

Expedia is a traditional travel agency that collects fees when an airfare or hotel room is booked. Meanwhile, TripAdvisor, which aggregates user-generated reviews, produces revenue from advertising, as well as fees when users book through other sites, such as Priceline or Orbitz.

In the quarter ended in September, TripAdvisor’s revenue jumped by 30 percent compared to the same period a year earlier. Meanwhile, Expedia’s revenues rose only 14 percent.

Additionally, the company is breaking up as it faces increasing competition from Google, which has started integrating the technology of ITA, a travel software company it acquired, into its search results.

Expedia’s stock today is trading at $28.65, up 61 cents.

We still view GOOG’s acquisition of the football coaching headphone equipment company as highly risky, but given signs that Amazon & Facebook may also enter the Smartphone market, GOOG’s move isn’t unprecedented.

– Citigroup analyst Mark Mahaney, who is upgrading his Google rating to “buy” from “neutral,” despite his lack of enthusiasm for the $12.5 billion Motorola deal. On the bright side, he adds, if regulators approve the purchase next year, it will “still provide GOOG with patent support, & it’s an accretive deal.”

“Based on our supply chain channel checks in Asia led by Kevin Chang, Citi’s Taipei-based hardware research analyst, we believe an Amazon Smartphone will be launched in 4Q12. Based on our supply chain check, we believe FIH is now jointly developing the phone with Amazon. However, we believe that Amazon will pay NRE (non-recurring engineering fees) to FIH but the device and multiple components will actually be manufactured by Hon Hai’s TMS business group (the same business group that makes Amazon’s E-reader and the 8.9” Amazon tablet). We believe the smartphone will adopt Texas Instrument’s OMAP 4 processor and is very likely to adopt QCOM’s dual mode 6-series standalone baseband given QCOM has been a long-time baseband supplier for Amazon’s E-reader.”

Mahaney and his team guess that Amazon’s phone may cost it $150 to $170 to build, and it’s conceivable that the company will sell it for something close to that price: “For a normal brand like HTC, they need to price the product at US$243 to make 30% gross margin. If Amazon is actually willing to lose some money on the device, the price gap could be even bigger.”

Mahaney’s note doesn’t spell out that the phone will use Google’s Android operating system, but it suggests that will be the case by positing that Amazon will need to pay Microsoft an “OS royalty” — Microsoft has recently been able to extract royalty payments from other Android hardware partners.

But not so fast. Before we can get there, we need to review some history, then engage in some speculation.

First, the past: Way, way back in 2000, EMI was supposed to merge with Warner Music Group. But the deal, which would have created a company that controlled 25 percent of the world’s music market, didn’t fly with European regulators.

And since Universal is the world’s biggest music label, and the new combination will create a company with about 40 percent of the world’s music market, you’d think antitrust types would have a problem with this one, too. (Maybe even in the U.S., which has usually let most industries consolidate, but recently perked up when it came to AT&T’s proposed T-Mobile deal.)

Bear in mind that back in 2000, there were five major music labels. Since then Sony swallowed up BMG, so we’re down to four. And Universal wants to shrink it down to three.

Universal’s answer, of course, will be that today’s music business looks nothing like it did 11 years ago when Britney Spears was selling millions of CDs, Napster was a novelty, and Apple’s iTunes store didn’t exist. Most important: Back then, music sales were a $37 billion business. By the end of last year, that number was down to $16 billion.

But simply arguing that the pie is smaller won’t convince regulators. If Universal is really going to get this deal done, it’s almost certainly going to sell off some pieces, particularly in markets like Germany and France, where a combined EMI/UMG could end up with something like 80 percent of the music market.

I think it will also work very hard to convince people that even the world’s biggest music label doesn’t have any power when it comes to Apple, which controls the world’s digital music market.

That part won’t be that hard, because it’s at least partly true. But it will still be interesting to see Universal, which has longstanding ties to Apple, go out of its way to publicly complain about the relationship, without actually straining it for real.

And in any case we’re going to have quite some time to watch this one develop. EMI CEO Roger Faxon told his staff yesterday that approvals, etc., for the split-up could go “well past” March 31, 2012, when EMI’s fiscal year ends. Music industry folks assume that a realistic timetable would be closer to 12 months from now.

[Image via Jason Mrachina]

So let’s take a minute to praise a big music label for something that — on paper, at least — looks pretty flexible and clever. EMI Music is offering developers a way to leapfrog onerous licensing negotiations and just start building cool stuff with the label’s songs.

The idea: Developers building an application that needs music can sign up for access to a “sandbox” which will let them play with a pool of the label’s songs. And after a minimium of hoop-jumping, the “OpenEMI” plan is supposed to let developers bring their stuff directly to market, without having to track down rights holders, negotiate rates, etc.

EMI has precleared a selection of about 12,000 songs — 2,000 from its general catalog, another 10,000 from its Blue Note jazz label, and a few artist-specific catalogs from bands like Gorillaz and the Pet Shop Boys — and has worked out a standardized fee for all of them, via a revenue split.

The label takes 60 percent of net revenue and uses that to pay rights holders; 40 percent is split between developers and the Echo Nest, a Boston-based music tech company that helped cobble the deal together and which provides developers with tools they might use to build their apps. EMI and Echo Nest say developers should end up with the lion’s share of that 40 percent.

Given that Citigroup, which ended up owning EMI after financing a disastrous private equity deal, may or may not be selling the company any day, it’s always possible that this kind of offer may disappear if and when new management shows up.

And there are a few catches, but they seem doable — for instance, the deal requires EMI to act as the publisher for any apps that eventually make it to venues like Apple’s iTunes or Google’s Android Market. So, at least on paper, it looks like an attractive way for developers to get their hands on music without having to worry about breaking the law or hiring lawyers.

The program won’t do you any good if you want music that EMI doesn’t own. And a pool of 12,000 songs won’t do you any good if you’re trying to create a comprehensive music service like Spotify, which features some 15 million songs. Instead, think of applications that incorporate music, like Disney’s Tapulous, or any other Rock Band-like game. Developers might eventually want to use music that isn’t in EMI’s pool, but it seems plenty deep enough to get going.

But now we’ll get Reed Hastings’s own report card, when Netflix announces its quarterly earnings this afternoon.

As Citigroup’s Mark Mahaney notes, the key numbers to look for aren’t the Q3 metrics — the company has already preannounced that its subscriber numbers are going to be lower than it initially thought — but its guidance for the rest of the year.

That’s where we’ll be able to see the impact of its many stumbles — the price hike, the broken Starz deal, Qwikster’s New Coke moment — or at least what Netflix thinks the impact will be. If Netflix subscribers are really bailing out — and not just threatening to do so on Hastings’s Facebook page — you should be able to see that reflected in its expectations for the next three months.

Remember that shortly after Netflix dropped its first bomb this summer — a 60 percent price hike for many of its customers — management predicted that it would suffer a subscriber blip in Q3, but would recover by Q4. Let’s see if they’ve hung on to that confidence.

Here are Mahaney’s best guesses for Netflix’s Q3 results and Q4 guidance, along with Wall Street’s estimates (click image to enlarge). I’ll be covering the results live at 4 pm ET.

Note that Mahaney isn’t changing his estimates for these companies’ financial performance — just the way he thinks the market will value them, “primarily to global Macro conditions.”

Still, it’s worth noting some of his specific concerns for some companies that go beyond “the world economy has the circle-the-drain-quality to it.”

AOL: Citi drops its target from $18 to $15 (it’s now trading around $12). “In Q2, we witnessed YHOO, WBMD and AOL report lower Display revenue, which could be signs of increased competition from ad networks and social media for premium ad dollars.”

Demand: Target dropped from $10 to $8, which is about where the stock is trading now. “We view the company’s reliance on Google traffic as still a bit of an overhang. And we believe DMD’s quality content strategy is still something of a work-in-progress.”

Google: Target dropped from $690 to $575, currently trading around $504. “The return on GOOG’s prior investments (Mobile, Display) have been very good, but the return on GOOG’s new investments (Social, Commerce, Local, and now, in a BIG way, Mobile) are still uncertain — and the social investments ARE catch-up defensive; 2) cost structure still not ‘under control’; and 3) increasing regulatory risk.”

Check out this engagement chart, courtesy of Citigroup’s Mark Mahaney. It’s a neat illustration of the Web 2.0 era, and does a nice job of explaining why Google is so freaked out about Facebook, and why AOL and Yahoo seem to be in eternal turnaround mode. (Note that just a couple of years ago, someone might have thought to include Myspace in here. Remember?)

So says a new Citigroup survey of 1,800 consumers in the U.S., the U.K. and China. The research offers lots of interesting data points about tablet adoption in general (summary: Still an iPad market, not a tablet market) and we might come back to some of those later on. For now, a few things that will interest people who pay attention to the media business.

For instance:

All tablet users use apps (of course), but iPad owners are much more likely to pay. Citi says 81 percent of iPad owners report that they’ve paid for an app, while only 43 percent of the users of “other” tablets (read: Android) have done so.

But all tablet owners are still most interested in free stuff:

People who plan on buying a tablet are most likely to do so because they think it’s a cool toy. That’s even more true now than it was last year.

And people who have bought a tablet don’t end up doing much work on it, unless Web surfing and email count as work (which, admittedly, could be the case):

And while Netflix CEO Reed Hastings says the iPad isn’t a big deal for his users, they seem to disagree — nearly a third of them use the service on their device.

In the end — the bitter end, that is — there really is no good time to fire someone.

But the timing of the ouster of Carol Bartz as CEO of Yahoo is one of the more curious things about the corporate mishegas at the Silicon Valley Internet giant of late.

That included drastically moving up the clock on Bartz, which was not part of a plan until recently. In fact, several sources were told only last month by Yahoo board members that evaluation of her status — her contract ended at the beginning of 2013 — would not take place until the end of 2011.

That obviously changed.

And, because it is Yahoo — which never met a crisis situation it could not hopelessly complexify — there are numerous and conflicting accounts about the reasons it was done so quickly and abruptly.

They include the board’s feeling that Bartz had not responded to their requests for a credible strategic plan; worries that she would not ever meet annual performance goals, including improving its stock price; upcoming weak third-quarter numbers, which will continue a troublesome downward trend in Yahoo’s key advertising business; and, perhaps most intriguingly, the need to make a move before it was revealed that another activist investor, this time Third Point’s Daniel Loeb, had decided to target Bartz and the Yahoo board.

One thing is certain: The firing of Bartz was messier than it needed to be, mostly because several sources said she was caught unawares.

“She did not know it was happening, even if she probably should have seen it coming,” said one person familiar with the situation. “And she had no allies at the company to warn her, either.”

Indeed, at the time Bartz was fired over the phone by Chairman Roy Bostock — who had until late this summer been her fervent supporter — she was set to appear at a high-profile Citigroup investor conference in New York.

“It had to happen then, because you can’t put a CEO in front of investors and analysts and then fire her soon after,” said one person close to the situation.

Actually, former Yahoo CEO Terry Semel stepped down only days after appearing at the company’s annual meeting and telling the gathering he was in for the long haul.

The Loeb problem also played a part. According to several sources, while Loeb did not surface until after Bartz’s firing, several directors and Silicon Valley players were aware of his plans to target Yahoo.

While Loeb was not the more heavyweight threat that activist investor Carl Icahn had been in the past, sources said he was planning to call for Bartz’s firing, as well as a board re-do.

The large part of the reason for letting her go finally, of course, centered on not meeting performance goals set by the board.

While the overhaul of a hairball of systems and a rejiggering of staff was quickly done by the longtime and experienced manager, the turnaround and renewed product innovation promised by Bartz was slow in coming.

In addition, advertising sales results had worsened and recent quarterly reports showed little progress.

To remedy the situation, directors had asked Bartz to present a strategic plan earlier this year, which she did with the help of top execs. It further underscored the idea of Yahoo as a top-level digital media company.

But the board pressed for more details and felt Bartz was not the right exec to carry out the kind of dramatic renewal of Yahoo that is needed.

Looming, too, was the third-quarter earnings results on October 18, which sources said will show continued weakness at Yahoo.

For that, it’s likely the fired Bartz will get the blame, giving the board — which is also being criticized by large shareholders and others — a bit of breathing room as it figures out what to do next.

In other words, with no good news to report, the Yahoo board decided to deliver some bad news to Bartz.

(In related news, according to an 8-K filing by the company, interim Yahoo CEO and also CFO Tim Morse got a small bump in base salary from $600,000 to $750,000, effective September 15, 2011.)

And here is a video I did on WSJ.com’s Digits show yesterday about the buyer interest in Yahoo I previously wrote about, as well as its weak board:

By the end of the day’s trading, the restaurant booking site had regained some ground, closing down only eight percent, or $5.23 to $57.50 a share.

But at least one analyst called the market’s bluff, concluding that the purchase did not mean Google was interested in competing with OpenTable.

OpenTable currently accounts for 10 percent of all diners who end up being seated in a restaurant, while Google mostly gains customer reviews and surveys from Zagat.

“The risk here … is that this marks Google’s attempt to compete directly with OpenTable in the Restaurant Reservation segment. For now, we don’t believe it,” wrote Citigroup’s Mark Mahaney in a note to clients. “Although Google has thrown a few surprises by us recently, we see it as highly unlikely that Google would want to enter the salesforce-intensive/truck-roll/hardware & software-install Restaurant Reservation business.”

Mahaney also noted that there’s little risk that traffic to OpenTable will fall because of the deal.

Today, only five to 10 percent of all reservations come from third-party networks like Yelp, Google, Yahoo, Zagat, etc. OpenTable, for example, is the exclusive restaurant reservation service on Zagat. Another review site, UrbanSpoon, was purchased by IAC two years ago. IAC, which owns a very diverse portfolio of businesses, saw its stock sink 15 cents today to close at $39.53.

Citigroup reiterated its buy and said its current price target is $82 a share.

The purchase of Zagat is likely a bigger blow to Yelp, which is still seeking an exit of its own after turning down a half-billion-dollar offer from Google two years ago. The companies are not completely alike. Yelp has been fairly successful in gaining a very broad audience, especially since Zagat charges for many of its publications and mobile applications — a very un-Google approach.

Google said this morning that Zagat will work closely with its search and maps divisions, but it also would make sense for it to work closely with Google Offers, which is trying to be the local deals equivalent to Groupon.

Jive has more or less been telegraphing its IPO intentions since it hired Tony Zingale as its CEO last year. Zingale is the former head of Mercury Interactive who engineered its $4.5 billion sale to Hewlett-Packard in 2006. Then in March it bulked up its board with a slate of directors who all have public company experience, among them Dave Dewalt, the former president of McAfee, and Google’s Sundar Pichai. Heck, Jive has even been acting like a public company, making the occasional acquisition — two in the last several months.

The way Bloomberg tells it, Jive is being valued at $1 billion and would offer a stake worth 10 to 20 percent in the company in the IPO. And research firm Gartner pegs its annual revenue at $70 million. It’s the leader in the social enterprise software field, which is all about making the workplace more collaborative by making office applications more social, a la Facebook, Twitter and the like. (In fact, one of Jive’s newest directors is Jonathan Heiliger, VP of technical operations at Facebook.)

There’s been a lot of action in this space of late, beginning with Salesforce.com’s launch of Chatter at the start of the year with a pair of TV ads during the Super Bowl. Other players have either been growing like crazy and raising boatloads of cash (example: Yammer) or have been acquired (example: Socialcast.)

(I caught up with Zingale for a quick chat at the D9 conference in June. See the video below.)

This deal would amount to another big win for Morgan, which has led the IPOs of LinkedIn and Pandora, among others. An IPO would probably bring a nice payout to Sequoia Capital and Kleiner Perkins, which have plunked down $57 million in venture capital funding.

I called Jive to see if anyone there would comment and got zilch, but what do you expect from a company that’s going IPO? Not that I blame them. With investment bank lawyers skulking around every corner, everyone gets too nervous to so much as confirm the time of day. It made me think of the old Bee Gees hit “Jive Talkin’,” which I’ve shared with you — and hereby dedicate to the employees of Jive Software as they go through this process. No one at Jive is talking. Get it?