On Tuesday, the company said that it is bringing the device to Hong Kong and South Korea, as well as Albania, Armenia, Bulgaria, El Salvador, Greece, Guatemala, Malta, Montenegro, New Zealand, Panama, Poland, Portugal and Romania. Preorders for the iPhone 4S will begin on Nov. 4 in all of those countries, except for Albania, El Salvador, Guatemala, Malta, Montenegro and Panama.

After months of trying, BoomTown was finally granted an audience with the two key execs who are now responsible for one of the diciest digital jobs going right now: Microsoft’s Greg Nelson and Yahoo’s Mark Morrissey.

The pair’s two-year task is to coordinate the massive search and online advertising partnership the companies struck last year, a job that is perhaps one of the more complex and critical to their businesses going forward.

The deal was finally approved by government regulators in February, and that started the clock for Nelson and Morrissey to get it cooking with gas.

Although it is not as if either Microsoft (MSFT) or Yahoo (YHOO) had a choice but to join together in order to make a dent in the dominant market position of Google (GOOG) in search, the companies are hoping their combined share of close to 30 percent will make a difference to both advertisers and consumers.

The integration will be ongoing, with hopes that the U.S. market will see a unified backend for search technology by the end of the year. Paid search will follow, as will the rest of the global markets.

As part of the shift, some staff from the Yahoo search technology group have either left, been laid off or have been moving over to Microsoft in the transition.

That has meant a Silicon Valley-to-Seattle area back and forth commute for Nelson and Morrissey, both longtime employees who have worked on a variety of other jobs at both companies, including heading MSN and major advertising platform initiatives, respectively.

But this effort is bigger than any of that, since it essentially is the search equivalent of herding cats–by creating a seamless search and online advertising product that works quickly and well across two major Web properties.

Thus, here is the first of two parts of an edited transcript of much of my hour-long interview with both, in which we talked about a range of issues from operations to culture to codependency.

Part Two of of the interview is posted here.

GREG NELSON: So, you want to hear how I got into this thing?

BOOMTOWN: Yeah…explain it to me.

GREG NELSON: So, you know me from the MSN days. And [Microsoft search head Qi Lu] said, “I like what you’re doing with your team, but I have this assignment. And I said, “Qi, I really respect what you’re trying to do. I don’t know if I’m the right guy for you, but go ahead and talk to everybody you want to talk to. And if you come back and ask me to do it, I’ll say yes.”

So, he went out and interviewed a bunch of people and then came back and said, I want you to do it. That was hard, because I loved my MSN team, and I loved what I was doing. But, you know, when Qi asks, you say yes.

BOOMTOWN: Had you been doing any search business?

GREG NELSON: Well, only through the MSN lens. I was a publisher in a way, because I had the responsibility to drive search volume through MSN as a publisher. So, I would work with our editorial staff in all these different markets to think about search experiences in the context of a portal or a media property, and how you turn search into content or how you drive premium content experiences that add value to search, whatever it might be.

So, I thought about it only from that point of view. The algorithmic part of search, like the way that you generate relevance in search, the way that you attach it to advertising in search, that’s sort of my…that’s what I get to learn out of this job, which is great.

MARK MORRISSEY: When he started, both of our executives got our top level teams together. We wanted to be really on the ground running by the time they got regulatory approval.

GREG NELSON: Just to give you a sense of what I walked into, there were hundreds…I don’t remember exactly how many, probably 200 people that had expressed interest in working on that Yahoo partnership by the time that I was asked to take it on. And they were people from all different parts of the company and division; not necessarily all at senior levels, but people that had said, “Wow, I think that’s really interesting, I’d like to come work on it.”

So, I went through a review of all those resumes and all that talent, and then also did additional sort of looking around and picking people one at a time to build what we thought we would be a great team.

BOOMTOWN: And how many people are working on it from Microsoft?

GREG NELSON: All up?

BOOMTOWN: Yes.

GREG NELSON: Thousands.

BOOMTOWN: No, of course, but…

GREG NELSON: Yeah, I mean, there’s about 25 on my team, 25, 30, something like that.

MARK MORRISSEY: But even after you got your team together, one of the things that we’ve continued to do is find some key talent at Yahoo that has moved over to also be part of the Microsoft team.

GREG NELSON: That’s been really key.

MARK MORRISSEY: Yeah. So, we want people that really understand the search business and have extensive experience at Yahoo and can really help bridge not only the cultural differences, but the technical differences and the way we’ve approached the market.

BOOMTOWN: You’ve done a lot of these.

MARK MORRISSEY: So, yeah, about five years ago, they brought me into the product portion of Panama….And then that’s probably the closest comparable effort in the industry, because we did have to move our 400,000, plus or minus, global advertisers over from the platform over to Panama.

When [Yahoo CEO Carol Bartz] came on board, she asked me to be part of a small team that worked directly with Microsoft from the very beginning to figure out what the right thing was for us to do at the company, and obviously then to do…figure out what the right aligned incentives and the right structure would be for a long term, 10-year, global agreement between the two companies.

So, I did that, and that was a big portion of my responsibility last year. And then similar to Greg, as soon as it became clear that we were going to get an agreement signed sort of in the October timeframe, maybe a little bit sooner than that, Carol sat me down. I had another position in the company, and she said, it’s the right thing for you to do, and she asked me to do it.

So, she asked me to take on this role, and I just have had a long term affinity for search and search advertising. I wanted to make sure with all the work that we did on Panama and all the investments we made in search that we really ended up with the right future. Search is critical to Yahoo’s future, and yet we’ve got to make sure that we do this transition in a way that really puts us forward of all of our different customers.

BOOMTOWN: When you say Yahoo’s future, how do you look at it in search?

MARK MORRISSEY: It’s a critical part of our business today, and a critical part of our consumer experience, and it always will be. What the market deserves is it really needs a true alternative to Google. And the best way for us to achieve that is to acknowledge things that we do well, and the things that Microsoft does well, and to leverage those things together, as opposed to us trying to do everything ourselves, particularly in the areas that we’re maybe not so good at.

So, between Microsoft’s experience and focus on delivering great global platforms with true scale, Yahoo’s strength in terms of working with advertisers and understanding of the market, I really believe that in the mechanics we set up from the very beginning of this that by leveraging both of our strengths, that we can really deliver a true competitor to Google.

Not only does our scale combine to really give them much better liquidity that is huge, right, getting up close to 30 percent in the U.S., big, but then the focus that we have really helps out.

[We're not going to be in] the search platform business, the crawling, the ranking and the indexing of the Web. There is a lot of search-related technology that we’re still going to do, because we believe that the search experience…where the market needs to go for search, it’s still a relatively young market, at least from my perspective. But the search experience really needs to evolve significantly.

So, rather than us with less resources than what Google or Microsoft have had in the past trying to do all the back-end platforms and do search experience, now we’re going to take our best talent and focus on search experience and the overall consumer experience.

And then some of our talent is moving over to Microsoft. There’s about 400 people in the products organization between the search technology and paid search that are moving between Yahoo and Microsoft.

BOOMTOWN: And how successful have you been recruiting those [to Microsoft]?

GREG NELSON: Oh, really. Yeah, very successful.

BOOMTOWN: And they’re staying down there [in Silicon Valley]?

GREG NELSON: Yeah, most of them are in India. Some of them are in Silicon Valley, and other places. We’ve had a super-high acceptance rate.

So, we’ve made that quite a big priority, including a lot of executive visits, and a lot of kind of, “Hey, welcome to Microsoft, we’re excited to have you.”

BOOMTOWN: So, then you brought up over about 400, is that right?

GREG NELSON: They come in waves actually, because Mark had talked about Panama, if you want, but they still have to continue to run Panama over a period of time, across all these different markets.

So, as they are closing down Panama in various places, then we’re bringing waves of employees over and training them on adCenter.

MARK MORRISSEY: And that was one of the things that really started to demonstrate and build a lot of confidence in the execution portion of the partnership. There’s two very competing objectives: Get the employees over as fast as you possibly can, because getting that talent into Microsoft not only puts more key talent on developing the things that we need to have done for the future of the platform, but also helps in just the transition itself.

And yet we don’t want to move the talent so quickly that we’re not able to continue to the platform all the way through.

So, we went through a very rigorous…I think it took about five or six weeks with the senior leadership at Microsoft on what employees can go in what locations with what skill sets to allow us to balance between the two, and I thought it went fantastic.

Employees are engaged; the Microsoft team did an excellent job of helping to explain their level of investment and give those employees…because employees, they want to beat Google, and knowing that they have a future at a company that is going to invest significantly to make that happen was a big deal.

BOOMTOWN: And, Greg, when you’re saying, when they move over, there’s not a flipped switch, I understand that, but what’s the time line at this point?

GREG NELSON: I think we’ve brought over 100 or so.

MARK MORRISSEY: A big chunk went last week.

BOOMTOWN: When does it switch over?

MARK MORRISSEY: Beginning of next year.

BOOMTOWN: The U.S. moves first and then…

GREG NELSON: Yeah. Well, U.S. and Canada, North America.

BOOMTOWN: Right, and then? Then the rest of the world?

GREG NELSON: You can kind of do it by size of market. So, Europe next.

MARK MORRISSEY: Basically, there’s 59 total countries and the objective is to get all countries done by Q2 of 2012, the first few markets being U.S. and Canada.

GREG NELSON: It’s 24 months after commencement, which is February 18th.

BOOMTOWN: Right, but it begins next January, correct?

MARK MORRISSEY: The principle is to transition with quality. That’s the overriding factor. And that’s based on the consumer experience and the yield and performance of advertisers and publishers in our owned-and-operated properties, right, because the intent here is make sure that, as we make the transition to going forward, we want the business results to get nothing but better and better.

We set a goal for both of our teams, if we can possibly move U.S. and Canada over before the holiday season, with quality, this year–this year, we want to do so.

BOOMTOWN: Quality, what does that mean?

MARK MORRISSEY: The first one is the experience. For consumers we want to deliver the same quality experience–basically the look and feel before and after the transition.

And the results will get nothing but more and more relevant over time. But the overall experience, the speed, the performance need to be as good or better going forward. For advertisers, there are capabilities that they’ve really enjoyed in Panama that are not in adCenter today. We’re not promising them one-for-one capabilities, but there are investments that we’re making together with Microsoft to bring adCenter up for advertisers and publishers.

In terms of the first one is experience–experience for consumers, advertisers, publishers, and we want the capabilities to be what they expect or better.

Then secondly, it’s around the business metrics….We want to make sure that again for not every single advertiser, not every single publisher, but if you look at in aggregate the groups of major marketplaces, we want the overall performance and business metrics, particularly going into the holiday season, it needs to be as good or better going forward.

So, quality is about the experience itself, measured probably in terms of capabilities, and then there’s the business metrics, and we need to make sure that their yield is as good.

GREG NELSON: And there’s great alignment on that. It’s a 10-year partnership at minimum, hopefully longer, and you want to get off on the right foot with everybody: Consumers, advertisers, publishers. You want them to feel like this is a strong launch, it’s a credible alternative, and we’re in.

So, we’re not going to rush it. If the companies don’t feel ready, like we can really achieve that, then, of course, we’re better to wait.

BOOMTOWN: Well, there is some pressure.

GREG NELSON: The time line that we started to communicate to–publicly, specifically–our advertisers and publishers, is our goal is to have, you know, as pretty confident, algo transition, U.S. and Canada, will happen this year.

We want the paid transition to happen this year, if we can do so with quality, before the holiday season. We’ve got to protect the holiday season at all costs here. And then the next big part of the goal is we have to have it all done by Q2 of 2012.

So, right now we’re finalizing with each of our markets what that sequence will be in terms of the countries, starting in the first quarter of next year, and then we just roll all the way through to that last year.

BOOMTOWN: And how have the cultural changes [been managed]?

GREG NELSON: It’s interesting, because, of course, walking into this I had sort of a point of view and some apprehension, like “Wow, is this going to be really hard.”

It’s been far easier than I had expected, and I think part of that is just that Mark and I get along very well. We’re both kind of pragmatic and it takes a lot to kind of get us ruffled. So, I think we have similar styles. And the people that we’ve hired, we’ve really focused on finding people that are resilient and emotionally mature, and it will sort of steer something of this complexity over a long period of time.

So, I think you often read about, oh, Microsoft has this one culture, Yahoo has another. In practice, at least between these teams, I haven’t found that to be true.

MARK MORRISSEY: Well, right, and the interests here and the incentives that sort of reinforce those interests are very aligned. The way that the partnership was put together, we all have this one big goal, and we’ve hired people that are just really strongly committed to getting that done, and you have support from both companies at the CEO level down. It’s the top priority for both companies. It’s been far easier than I thought.

BOOMTOWN: But in terms of disgruntlement at Yahoo over not being in search technology anymore, how did you cope with that?

MARK MORRISSEY: So, first, we are in search, we’re always going to be in search. There’s an element of that particular part of the search technology that we’re not going to be in. Yeah, there were some disgruntled employees, there always will be when you make a hard decision.

But, in general, employees have responded very well, and the level of commitment that we’ve seen from the Yahoo end, work that we have to do, because this is an extraordinarily complex transition process where we have to connect our front-end to Microsoft’s back-end, and it’s got to work at tremendous scale.

I don’t know if you had a chance to see my presentation from investor day, but one of the things that I showed was some of the screenshots of what we already have in test. February wasn’t that long ago. To have gotten regulatory approval for us, to get through the mountain of requirements and use cases that we had to figure out, to have gotten the API, agreement on the APIs, and to get the coding behind those APIs and get into test by June is phenomenal.

It’s really just a long way of saying that doesn’t happen unless the Yahoos that are working on this are incredibly committed to the future of where Yahoo is going, and the future of working together with Microsoft to achieve this objective.

So, while there will always be disgruntled employees, if you look at the larger population, I mean, we have people that are not just working, they’re working unbelievably hard to make this happen.

BOOMTOWN: Now, the search experience teams are competitive teams.

MARK MORRISSEY: Some are competitive and there are some places that we’re working together. It’s a mix of both.

BOOMTOWN: Such as? Bing has been very impressive in terms of their innovation.

MARK MORRISSEY: Absolutely.

GREG NELSON: Right, and then there’s a separate conversation which is longer term, and, you know, it’s the sort of thing that would feel great to work on if we could do it right now, but right now we’re sort of just trying to ship.

But, both companies have unique assets that we’d love to put into the search alliance, and we want to drive that conversation. And right now we just want to make sure that we get Yahoo to parity of their existing experience, and then we also want to have that conversation about how do we build strength.

MARK MORRISSEY: Another way of looking at it is this is the first agreement in the industry where we have full parity in the platform.

So, as Microsoft invests in innovation around the experience, that’s going to require changes in the platform. As Yahoo invests in things that we want to do in the search experience, that will require changes in the platform. So, we’re always going to meet in the middle at the platform anyway.

Now, that’s not to say that every single thing that we decide to do around entertainment will be the same things that Microsoft decides to do. Some of the things we want to innovate independently, because we’ll discover more things and really move the ball forward. But we already have established a very strong working relationship around how we make those platform decisions, because there are things that Yahoo does today that are quite different than the way Microsoft does them today.

In order for us to get to that comparable experience, this could have been a fight to the death, right? Why would we want to do that in the Microsoft platform? And they’d say, well, “No, we don’t want to do it.”

What we did–and again I think it speaks to the maturity of both of our teams–is we just worked through use cases. Well, what are consumers really trying to do here, how has Microsoft been approaching solving that problem, how is Yahoo doing that. I thought we worked not just agreeable solutions, but ones that moved the ball forward for both of us.

But I’m anxious to get into those future conversations much more. But right now we’ve got to ship.

GREG NELSON: That’s the next chapter. The chapter right now is everybody’s head is down trying to just land Yahoo properly on the platform, and with the great equivalent searching experience.

BOOMTOWN: And when you have complaints? [Microsoft is the] vendor essentially and [Yahoo] the customer.

MARK MORRISSEY: The structure of the agreement, we really worked hard. This goes way back to the very first discussions that we had. We wanted to have aligned incentives where we set up this codependence that kept us really working well together through each of our respective roles. So, by and large, the issues or concerns, why isn’t this working, why don’t I have this capability, you know, it’s Google does it this way…we are going to be a major voice of the customer to the Microsoft teams.

In the structure of the agreement we have both this operational rigor of how do we bring those things in, how do we make marketplace decisions, which are really important. They have the technology, we have the customer-facing piece–and then how do we make road map decisions.

So, throughout transition I have approval authority in Microsoft’s platform road maps, and then going forward then we have a way of we keep providing that type of input.

It’s not a typical vendor-customer complaint process, it’s much more of a partnership, but we each have respective roles where one of us is more the vendor and one of us is more the customer.

So, for the platform they’re more the vendor, we’re more the customer. For sales we’re the vendor, they’re the customer.

And that keeps us again this kind of healthy codependence. And again to leverage–that aligns with each of our strengths.

BOOMTOWN: Is there such a thing as a healthy codependence?

GREG NELSON: Just watch.

BoomTown was so glad we had this time together with Yahoo (YHOO) CEO Carol Bartz and Microsoft (MSFT) CEO Steve Ballmer, just to have a laugh or sing a song about a major Web search and advertising deal.

I liveblogged the conference call, which I updated as it happened.

Did Ballmer scream and jump up and down? Did Carol say something naughty?

Or as the companies said:

SUNNYVALE, Calif. & REDMOND, Wash., Jul 29, 2009 (BUSINESS WIRE)–Yahoo! Inc. and Microsoft will host a conference call for accredited media and financial and industry analysts at 8:30 a.m. ET/5:30 a.m. PT today, July 29, 2009, to discuss the search agreement the companies recently announced. In addition, b-roll footage will be available. The satellite feed of b-roll footage will contain broadcast footage of remarks from Yahoo! CEO Carol Bartz and Microsoft CEO Steve Ballmer, as well as corporate Yahoo! and Microsoft b-roll footage.

B-roll? More like, were Bartz and Ballmer on a roll?

To find out, read on!

5:28 am PDT: It was EARLY on the West Coast and we were being forced at first to listen to really sleepy music like you might hear in a dentist’s office.

Zzzzzzzzz…

5:34 am PDT: Memo Impresario Eric Brown was late! But, as soon as he gets on, the new Yahoo PR head began with an enthusiastic hello about the deal.

Bartz was up first, followed by Ballmer. They were clearly together in the same place, likely in Silicon Valley at some bunker.

“This is a great day for Yahoo,” she said. “It’s a game-changer and I am glad to finally be able to talk to you about it.”

Her patter was clearly scripted, but Bartz was pretty jaunty in her delivery.

And sassy enough to make the first of many dings to former Yahoo savior Google (GOOG)–not by name, but as either “the market leader” or “the competitor.”

Why not just go right to calling the search giant this deal is aimed at battling what Bartz really meant: The Borg.

Bartz stressed that this deal only covers search and the search ad business and not, say, display advertising.

And, she added, while Microsoft’s AdCenter technology will power the money-making, “search will continue to be an integral part of the Yahoo consumer experience.”

Boiling it down, Bartz said: “What this deal is really about for everyone is scale.”

Cue the next Google dig: “The combination of Microsoft and Yahoo search puts the choice back into the hands of consumers, increasingly concerned about the influence of a single player.”

Single player=Darth Vader.

5:40 am PDT: Ballmer was next. “I am so delighted to see [the deal] come to fruition,” he said.

He does not say much more except that he hoped it would “flourish and come to life over the many years.”

Ballmer sounded like someone speaking at a ribbon cutting of a copy store at the mall.

The livelier Bartz came back on, discussing the terms, hewing pretty much to what was already in the press release.

Microsoft’s AdCenter as technology. Integration. 10 years. No display deal. Separate user experience.

Now to the bucks, as Bartz noted, they add $500 million to Yahoo’s operating income, save $200 million in capital expenditures and improve annual operating cash flow by $275 million.

“At its full implementation,” she added. There is always a catch!

Bartz said Yahoo would use the money to invest in its other properties, although she was not specific.

Then, it was onto regulatory issues and getting this party started.

Bartz put on the brakes. “This deal will not happen overnight,” she said.

Actually, not even close. She predicted a closing in early 2010 and it being rolled out over the following three to six months.

Finally, Bartz thanked the tireless teams who did the deal. “With a lot of help from Steve and I,” she said and then quipped, “not always so.”

She and Ballmer were now sounding like a hip mom and dad.

5:45 am PDT: Question time!

The first one was about why the pair did not do a display deal and also how they were going to bridge the huge gap in how much each made per search compared to each other and Google.

Bartz said that the point was to keep the deal idiot-proof. “Frankly, we wanted it as straightforward and simple as possible,” she said.

Ballmer concurred: “We are taking a big bite here.”

As to the earnings gap in search, he said, “The deal in and of itself will let us close gap with the market leader.”

Ballmer tried not to say the word “Google,” but stumbled and did anyway.

The next question was about Bartz’s shift from her “boatloads of cash” quote–which she said, in an interview with me at the seventh D: All Things Digital conference in late May, was a must for a deal with Microsoft–to her new “boatloads of value.”

Simple, she said, trying to gloss it over–Yahoo did not need a big cash payment up front (and it did not get it either).

“As far as we are concerned, the boatload of cash is us preserving our revenue line,” said Bartz.

The next question was about what Microsoft gets out of this deal.

“We clearly see an upside as execution really builds,” said Ballmer.

After more money questions, there is finally one on regulator issues.

Back to Google-bashing from Ballmer.

“I suspect the competitor who may not like more competition is Google,” he said.

Microsoft General Counsel Brad Smith then jumped in and talked about working together and filings in D.C. and making the case.

He said he “looks forward to the debate,” which is just what a lawyer would say.

5:58 am PDT: Finally, the layoff question.

Bartz is clear here. Some Yahoo search employees will be dragooned over to Microsoft, some will move to other parts of Yahoo and some will be let go.

“Unfortunately, there are some redundancies,” said Bartz.

More financial questions, one on the mobile search market, one on innovation, one on scale and one on advertisers.

“Advertisers, especially smaller ones, want to make sure there is enough meaningful market for them and they don’t want to learn three platforms,” said Bartz. “They know how to enter into the Google system.”

She said “Google system” like she was talking about a gulag.

Meanwhile, Ballmer talked about how good it was to now be No. 2. Really, he did, since he was a distant No. 3 before this deal.

6:11 am PDT: Some technology question. Ballmer noted that the deal was not a “rip and replace” of Yahoo’s search for Microsoft. It will be an “integration.”

Next was a question about how this deal measured up to last year’s more money-laden offer by Microsoft.

Bartz said she didn’t just want an upfront payment, but a “true partnership,” with control over the Yahoo user interface and “real skin in the game.”

Ballmer called last year’s deal more investor-focused than operational. “The deal was different for Microsoft, not better,” he said, leaving out the cheaper part.

Finally, I get called on, and ask about who will lead the integration and how it will get done, so as not to create a huge distraction.

Bartz said it would be a “smooth transition…not that different from when Yahoo went from Overture to Panama.”

I did not have the heart to tell her that the transition of the Yahoo ad platform was anything but smooth and one of the reasons Yahoo got into the trouble it has gotten in.

Ballmer noted that the leadership that put together the deal is the leadership of the companies in the digital arena.

I also asked how the deal finally came together, especially after such historical rancor.

“It was like a snowball down a hill,” said Bartz.

But it was also a complex ball of ice, she added, noting “it was not a two-page term sheet.”

More like hundreds of pages. “There was not a high level of abstraction,” said Ballmer.

Finally, finding a kind of married groove–from that time before the random bickering sets in–Bartz noted that “dating is one thing, but having a partnership is another.”

She added: “The good news once we reached a point we believed to be advantageous, [we did a deal]…that’s how partnerships work.”

Well, exactly how it all works out, of course, still remains to be seen.

Several sources close to Yahoo and Microsoft have told BoomTown that a search partnership deal between the companies is more likely to be signed quickly now that Yahoo has picked former Autodesk (ADSK) CEO Carol Bartz as its next CEO.

Such a deal, which the pair have tried unsuccessfully to strike many times, would be a big boost to Bartz, who is coming into a very difficult turnaround situation at the troubled Internet concern.

Sources close to Microsoft (MSFT) said the company has readied its proposal to be floated to the Yahoo (YHOO) board. And CEO Steve Ballmer has been vocal in recent months about wanting to do a deal quickly.

“It’s ticked and tied,” said one person who has spoken to Microsoft execs of late and who predicted it could be signed as soon as Yahoo’s earnings report on Jan. 27.

Said another source at the software giant: “We’ve just been waiting for management clarity to move.”

BoomTown could not get further details about the proposal, but it is likely to be similar to past ones Microsoft has offered, with a small payment upfront and a long-term and large amount of guaranteed revenue.

Last June, for example, Microsoft offered Yahoo a hefty payday, as outlined in a letter from then-Microsoft exec Kevin Johnson.

He said Microsoft would have invested $8 billion in Yahoo at $35 a share, purchased Yahoo’s search assets for $1 billion and assumed the operations and R&D expense while returning data back to Yahoo for use in its advertising business. The two companies, Johnson noted, would have entered into a long-term search partnership, where Microsoft would have provided “favorable economics” to Yahoo search, including a three-year guarantee of higher monetization than Yahoo’s Panama paid search system currently provides.

While some on the Yahoo board, including Yang, remain on the fence about Yahoo essentially outsourcing its search business to Microsoft in exchange for a big pile of money, this seems to be the company’s only choice.

Bartz must also weigh in, of course, and she is someone who has more of an affinity for techies and might think Yahoo can continue to compete in what is turning into a pricey arms race in search between Microsoft and Google (GOOG).

In any case, most agree that a union is likelier than not, and is a question of when, not if.

Most importantly, after the failed takeover attempt of Yahoo by Microsoft, aimed at acquiring its search business, the pair have only lost more market share to the hugely dominant Google.

Yahoo’s attempt to strike a search deal with Google collapsed over regulatory concerns.

Given how small the Microsoft-Yahoo search combination is in comparison to Google’s market share of 72 percent, the two companies are less likely to encounter such difficulties.

There it was again–like the gnarly ghost of Christmas past–in the Los Angeles Times this week. But this time Lloyd Braun wasn’t going to take it anymore.

The object of his ire was dropped right in the middle of a blog post on how Yahoo was “reversing its Hollywoodification” with–egads–no more reserved parking spaces for top execs at its Santa Monica offices.

The Times said the new rule “signals a stark new era of austerity that overshadows the elimination of the last vestiges of the corporate culture war spurred by the hiring of former Warner Bros. chieftain Terry Semel and ABC’s Braun.”

Knock, knock, L.A. Times! Because that war is actually still raging at Yahoo (YHOO)–although the parking spaces carry little symbolic weight anymore at the company, which has much bigger problems to solve these days.

But even more unusually, the piece also abruptly dropped in old allegations the newspaper had included in a devastating story in November of 2005 by Chris Gaither about Braun and Yahoo’s media push at the time, titled “Can Yahoo Sign on to Hollywood?”

It was noted in the post as an aside:

(Braun also converted a conference room with a patio into his personal office and requested a corporate jet for the Santa Monica office. Oh, and there was the time he reportedly took an umbrella without paying for it from the Yahoo store on a rainy day and then asked the clerk who requested payment: ‘Do you know who I am?’ He later explained that he just wanted to make sure the clerk knew he was good for it. But we digress).”

Digress is right, because it turns out, the bulk of those juicy anecdotes about him in the new blog post and the old story actually don’t check out, after extensive reporting BoomTown had done previously and this week too, talking to a range of key execs at the company at the time.

Thus, when I saw the Times post this week, I contacted Braun (pictured here) and sent him the link. He quickly responded via email:

“I am not an umbrella thief–and I promise I never will be. I never once asked for a corporate jet. I was and continue to be a big fan of Southwest Airlines. And I certainly never engaged in any kind of office construction while at Yahoo.”

Braun–who now runs his own online and traditional media production company called BermanBraun in L.A. with Gail Berman–also said he had immediately asked the Times for a correction of the blog post, as he says he did three years ago when the original story ran.

Times Business editor Sallie Hofmeister, whom I also contacted (but who was not in charge at the time of the 2005 piece), said the Times was looking into the situation and wrote in an email to me:

“The story we published in 2005 was a reflection of the sentiments within Yahoo at the time. We worked very closely with Yahoo on the story, so the company’s top management had every opportunity to challenge our reporting. After the story ran three years ago, neither Yahoo nor Lloyd requested a correction and no correction ran. What you hear from people today probably would be different than what they would have said three years ago. Lloyd is long gone and so are the tensions of entertainment’s invasion at Yahoo. People’s recollections also change. Enemies then are friends today.

“As for blog post, we strive for accuracy and when people in our stories take issue with our coverage, we take them very seriously.”

So do I.

Thus, it is long past time to set the record straight and put to bed a fable of raging Hollywood high-handedness–with too-good-to-be-true-because-they’re-not, clichéd lines like, “Do you know who I am?” and filched umbrellas.

Why bother looking into it at all these years hence? Well, for one, it is just not fair for inaccuracies about Braun to remain, complete with a never-die life on the Web and a nagging perception that he was some digital version of Ari Gold from “Entourage.”

But, more importantly, the struggles at Yahoo back then have everything to do with what is going on now. And that is a company culture at war with itself about what it is and should be.

I have, in fact, been collecting string on Braun’s alleged escapades for years, mostly from Yahoos. I was fascinated since, like a game of telephone gone awry, those who worked with Braun closely and would know, told a different story from some of those in Sunnyvale, who might not.

That did not stop many there from telling various stories about Braun, almost none of which were accurate when I actually followed up.

Because of that, I started to look very closely at Yahoo to figure out why such fallacies went unchecked about him and later, about an ever longer string of departed execs.

But let’s start with what was clearly true in that 2005 piece, which began with another parking kerfuffle and a hissy-fit email from a new Yahoo exec, recruited from Fox, threatening to tow “someone” who parked in his assigned place.

It was a classic opening, trying to show in an anecdote the clash that was going on at Yahoo at the time.

And it was an apt one. There was indeed a lot of resistance to the decision by then-CEO Terry Semel, who was pushing Yahoo as a media company.

To do it, Semel hired Braun–a highly successful Hollywood figure (think being key to initiating and developing “Lost,” “Desperate Housewives” and “Grey’s Anatomy,” and you have a good idea of his stature)–to pull it off at a big new and splashy office complex in Santa Monica.

Thus, the lines were drawn by some at Yahoo HQ, where execs mostly work in cubicles and where a we’re-all-equal ethos prevailed among some of the techie old guard especially, at least in their skewed perceptions of themselves.

(Guess what? They do work in cubicles, but some Yahoos in Sunnyvale are more equal than others.)

Still, back in 2005, it was easy to make an ebullient, brash and sometimes abrasive entertainment exec like Braun into a tidy little caricature and mock the idea of his task.

And who was hired to make new and innovative kinds of online programming hits, much as Braun had on television so well.

There is no doubt there were tensions. The Times story began focusing on the level of distrust, which in my estimation–I also was watching Yahoo closely at the time–was mostly from the tech side and mostly without interface with those in Los Angeles.

But, as Gaither noted correctly:

Yahoo’s ability to blend the cultures, milking each for what it does best, will be key to reaching its ultimate goal: to build on its success as the most visited destination on the Web by leveraging the links between content and the technology used to create and deliver it.”

Unfortunately, the Times story then launched into a series of really broad clichés about Hollywood versus Silicon Valley, using the typical “conspicuously expensive car” in LaLaLand versus the “energy-saving” one in Geekville.

(Again, my experience is that the tech folks always seem to have Porsches too, much as many Hollywood slickies drive Prius hybrids.)

The story went on to talk about the arrival of Semel, whom Gaither reported was seen as not as Hollywood at first as was expected by some wary Yahoos. He then got to Braun, who apparently was.

That’s where the problems come in, first by making it seem as if Braun was responsible for the pricey lease for the new Santa Monica offices at the Colorado Center.

Actually, according to top execs like Dan Rosensweig–Braun’s direct boss–as well as sources close to Semel and many other execs involved, that facility’s planning was directed largely from Sunnyvale, as most such projects are.

Braun did give an interview when the lease was announced, but was in no way the driver of the building’s renovation, which was actually being done by the company Yahoo rented the space from.

Next, came an assertion that the execs in Santa Monica got “Hollywood-style perks,” pointing out that Braun had “converted a conference room with a patio into his personal office. He also reserved a parking space close to the elevators for his car.”

Well, Braun did have a reserved space, which was no real crime to my mind, and which was actually not particularly close to the elevators.

How do I know? I have walked Braun to his car in the parking garage, which is about as nonluxurious as it gets, as opposed to Yahoo HQ, which used valets.

More importantly, Braun converted no office space and was assigned a temporary office elsewhere during the renovation, according to a panoply of execs and workers at Yahoo, such as Rosensweig, Jeff Weiner, Scott Moore and sources close to Semel.

It was a good office–after all, Braun was the boss of the Media Group.

And while both offices did have patios, the large outdoor spaces were also kind of dingy, especially compared to the manicured lawns of Yahoo HQ. And the patios were accessible to many parts of the floors, as I noticed on my many visits.

(As an added note, after the renovations were complete, Braun’s official office was not by any means fancy and was very standard in its drone-like look.)

The worst part was the next line: “Yahoo’s top executives drew the line when Braun asked for a corporate jet,” which was followed by a stunning quote by Semel.

It read:

The reaction was basically, ‘No,’ said Semel, who does not ask Yahoo to foot the bill when he flies to Northern California in his own private plane. ‘A lot of the more traditional media companies are doing their best to scale back on some of the perks and put the investment into the products and the consumers.’”

But, top Yahoo execs have uniformly told me over the years and this week that such a request from Braun never happened.

What was actually occurring, again directed by Yahoo’s Sunnyvale HQ, was an analysis about whether the company should start a charter air shuttle for the many engineers in its Burbank facility, working on its then-Panama search project, and employees at its growing Santa Monica facility.

There could be up to 20 workers going back and forth north daily, and the Southwest Airline bills were getting high.

Thus, a look-see to determine if an L.A.-Sunnyvale shuttle for everyone was needed. But it was conceived as a less-than-high-end plane, essentially a puddle-jumper that left at 7 a.m. and came back at 7 p.m.

Braun thought it was a good idea to examine and told Rosensweig, who was in charge of looking at the charter idea. But Braun was not part of the consideration of it.

Ultimately, Semel nixed the idea as too costly, and Braun did not object.

Why Semel seemed to tell Gaither that is curious. But a person familiar with Semel’s thinking said he was only referring to an company shuttle for everyone and not a corporate jet just for Braun and his minions, as the story opaquely implied.

“The discussions over the charter had nothing to do with Lloyd,” said the person. “And he did not ever ask for a corporate jet ever.”

Rosensweig, Weiner and several other top execs at the highest echelons–many of whom did not get along with Braun–support this version, on the record.

“I never saw anything out of the ordinary or Lloyd playing by Hollywood standards,” said Vince Broady, who worked for Braun, after being brought to Yahoo by Rosensweig. “I mean, Lloyd is a colorful character, which makes people notice him, but the idea that he was more difficult than anyone else was overblown.”

There is no doubt why Braun would attract attention–he is very noticeable and had a long and bruising career in Hollywood, with lots of stories of his dishing it out. He’s a genuine character, indeed, but not really that unusual compared to others in the entertainment sector, except perhaps to some at Yahoo.

Thus, I have no doubt, though, that such a story went around that Braun did desire a jet of his own and that Gaither heard it told, just like this most incredible of anecdotes in the piece.

The infamous umbrella!

Here is what Gaither wrote:

Braun’s long career in Hollywood has led to some awkward moments and misunderstandings inside Yahoo–and provided gossipy fodder for critics eager to cast him as a technically illiterate egomaniac.

According to one widely recounted tale, on a rainy day Braun took an umbrella from the Yahoo merchandise store without paying for it. Then, when asked for payment, he reportedly berated the store clerk, asking, ‘Do you know who I am?’ In fact, Braun’s representatives say, it was an innocent question to ensure that the clerk knew he was good for the money.

A Yahoo spokeswoman said the umbrella ultimately ended up in a pool of umbrellas available to all employees.”

I could not, obviously, find the clerk to whom Braun allegedly said this. But I can say that there are free baskets of umbrellas for staffers all over Yahoo, and top execs like Braun can also buy them at company stores and just use their names as part of an account system.

And while I have no proof, the use of such a clearly hoary Hollywood phrase–“Do you know who I am?”–seems like it was simply made up to me by critics bent on making it a much better story than it was.

To be fair, Gaither does portray it as a “tale” that was circulating around Yahoo. But that probably should have alerted him that it was a very tall one indeed and not very reliable–a kind of digital urban legend rather than an actual event.

That’s why I would not have used it, without a much more explicit explanation that it was more an example of the tensions at Yahoo between the media and tech units than it was reality.

Perhaps worst of all was the impact of the piece, which forever cemented Braun’s reputation as a Hollywood-gone-wild exec.

Most interesting was that, according to both the Times and Yahoo sources, the company complained about the tone of the piece, but never asked for a correction.

Why? Sources familiar with Semel’s thinking said that he and PR execs thought it would cause more attention to focus on Braun, if they contested the piece, and it was better to just let it go.

It was probably a bad decision, given it was in the L.A. Times, which had a lot of credibility.

And, indeed, the high-profile Braun was later slapped silly by Valleywag, as the Times piece kept circulating within Yahoo. By the next year, Braun became one of the gossip blog’s first targets.

Valley–which knows a good character when it sees one and likes to poke and prod many, many such Silicon Valley-linked figures in mocking glee (with varying levels of accuracy)–even had a countdown to when Braun would be fired.

Because of this kind of thing, Braun said he tried to get Gaither to take another look at the stories about him, and met with Times editors to get them to make corrections.

The Times said Braun never formally asked for a correction and instead just complained about the story. To me, that is the same thing, but I am not privy to the Times’s internal corrections process, and Hofmeister declined to elaborate.

In any case, looking back, Braun told me this week the lack of support from Semel and Yahoo to fight the story was hugely disappointing and was the moment he realized he felt he would probably have to leave Yahoo.

Eventually, the feeling was mutual, as tensions escalated even further after the article appeared.

Braun–who had a particularly rocky relationship with Rosensweig, which is now patched up–was eventually pushed out in late 2006, after Yahoo moved away from its media focus to drill down in search.

That turned out to be a bad move, as Yahoo got its head handed to it by Google in search efforts. And it has since seriously been in tailspin in the wake of a series of jarring events.

Those include: the sudden departure of Semel mid-2007; the appointment of Co-Founder Jerry Yang as CEO; a painful public struggle to redefine Yahoo; a botched takeover fight with Microsoft (MSFT); a messy proxy battle with Carl Icahn; a collapsed search partnership with Google (GOOG); a decimated stock price; a scarily declining graphical advertising market; wrenching layoffs; and the stepping down of Yang and the thus-far uncompleted search for a new CEO.

You get the idea.

More importantly, with the cutting off of its more vaunted media aspirations, Yahoo closed the door on possible innovative directions that could have made it more competitive now, as it continues to struggle to define itself.

One of Yahoo’s great strengths–and it still is–has been its content properties, which are the most popular, by and large, on the Web. Instead, stinging from the article and the fallout of it, the company retreated from pushing forward aggressively in media.

Had it not, I can imagine a host of stuff it might have done.

And, ironically, Braun is now working on an online project with Microsoft, a celebrity site that will debut early next year and use a lots of the concepts he worked on at Yahoo.

In the 2005 piece, Gaither quoted Yahoo exec Jeff Weiner as saying, in a Yin-Yang concept: “We’re often asked, “Is Yahoo a media company or a tech company?”

Sadly, that question never got resolved then and still has not today.

It almost makes one nostalgic for stolen umbrellas, controversial parking places, questionable patios and wrangling over corporate jets.

Almost.

This afternoon, just a few hours after announcing the not-with-a-bang-but-a-whimper conclusion of its negotiations with Microsoft (MSFT), Yahoo (YHOO) said it had inked a non-exclusive search-advertising deal with Google that could, could, be worth about $800 million in annual revenues.

Yahoo explained the deal in another one of its retina-tormenting purple-font press releases entitled “Yahoo to Strengthen Competitive Position in Online Advertising Through Non-Exclusive Agreement With Google.”

Under the terms of the agreement, Yahoo will select the search term queries for which–and the pages on which–Yahoo may offer Google paid search results. Yahoo will define its users’ experience and will determine the number and placement of the results provided by Google and the mix of paid results provided by Panama, Google or other providers. The agreement applies to paid search and content match and does not apply to algorithmic search.”

Yahoo! believes that this agreement will enable the Company to better monetize Yahoo!’s search inventory in the United States and Canada. At current monetization rates, this is an approximately $800 million annual revenue opportunity. In the first 12 months following implementation, Yahoo! expects the agreement to generate an estimated $250 million to $450 million in incremental operating cash flow.”

And what might it generate for Google? The companies are hoping for at least $83 million gross — every 4 months. From Yahoo’s latest SEC filing:

Google may terminate the Services Agreement if, after ten months after the Services are first launched, and each month thereafter, the gross revenues recognized by Google under the Services Agreement are less than $83,333,333 for the four prior calendar months.

Anyway … although the two companies are not required to receive regulatory approval for the deal before moving ahead with it, they’ve helpfully agreed to delay implementation for up to three and a half months while the U.S. Department of Justice reviews the arrangement. “We have been in contact with regulators about this arrangement, and we expect to work closely with them to answer their questions about the transaction,” Google’s Omid Kordestani wrote in a post to the company’s blog. “Ultimately we believe that the efficiencies of this agreement will help preserve competition.”

[Image Credit: AdRants]

This afternoon, just a few hours after announcing the not-with-a-bang-but-a-whimper conclusion of its negotiations with Microsoft (MSFT), Yahoo (YHOO) said it had inked a non-exclusive search-advertising deal with Google that could, could, be worth about $800 million in annual revenues.

Yahoo explained the deal in another one of its retina-tormenting purple-font press releases entitled “Yahoo to Strengthen Competitive Position in Online Advertising Through Non-Exclusive Agreement With Google.”

Under the terms of the agreement, Yahoo will select the search term queries for which–and the pages on which–Yahoo may offer Google paid search results. Yahoo will define its users’ experience and will determine the number and placement of the results provided by Google and the mix of paid results provided by Panama, Google or other providers. The agreement applies to paid search and content match and does not apply to algorithmic search.”

Yahoo! believes that this agreement will enable the Company to better monetize Yahoo!’s search inventory in the United States and Canada. At current monetization rates, this is an approximately $800 million annual revenue opportunity. In the first 12 months following implementation, Yahoo! expects the agreement to generate an estimated $250 million to $450 million in incremental operating cash flow.”

And what might it generate for Google? The companies are hoping for at least $83 million gross — every 4 months. From Yahoo’s latest SEC filing:

Google may terminate the Services Agreement if, after ten months after the Services are first launched, and each month thereafter, the gross revenues recognized by Google under the Services Agreement are less than $83,333,333 for the four prior calendar months.

Anyway … although the two companies are not required to receive regulatory approval for the deal before moving ahead with it, they’ve helpfully agreed to delay implementation for up to three and a half months while the U.S. Department of Justice reviews the arrangement. “We have been in contact with regulators about this arrangement, and we expect to work closely with them to answer their questions about the transaction,” Google’s Omid Kordestani wrote in a post to the company’s blog. “Ultimately we believe that the efficiencies of this agreement will help preserve competition.”

[Image Credit: AdRants]

Here’s the full text of Microsoft (MSFT) CEO Steve Ballmer’s letter to Yahoo (YHOO) CEO Jerry Yang.

Mr. Jerry Yang
CEO and Chief Yahoo
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Jerry:

After over three months, we have reached the conclusion of the process regarding a possible combination of Microsoft and Yahoo.

I first want to convey my personal thanks to you, your management team and Yahoo’s Board of Directors for your consideration of our proposal. I appreciate the time and attention all of you have given to this matter, and I especially appreciate the time that you have invested personally. I feel that our discussions this week have been particularly useful, providing me for the first time with real clarity on what is and is not possible.

I am disappointed that Yahoo has not moved toward accepting our offer. I first called you with our offer on Jan. 31 because I believed that a combination of our two companies would have created real value for our respective shareholders and would have provided consumers, publishers and advertisers with greater innovation and choice in the marketplace. Our decision to offer a 62% premium at that time reflected the strength of these convictions.

In our conversations this week, we conveyed our willingness to raise our offer to $33 per share, reflecting again our belief in this collective opportunity. This increase would have added approximately another $5 billion of value to your shareholders, compared to the current value of our initial offer. It also would have reflected a premium of over 70% compared to the price at which your stock closed on Jan. 31. Yet it has proven insufficient, as your final position insisted on Microsoft paying yet another $5 billion or more, or at least another $4 per share above our $33.00 offer.

Also, after giving this week’s conversations further thought, it is clear to me that it is not sensible for Microsoft to take our offer directly to your shareholders. This approach would necessarily involve a protracted proxy contest and eventually an exchange offer. Our discussions with you have led us to conclude that, in the interim, you would take steps that would make Yahoo undesirable as an acquisition for Microsoft.

We regard with particular concern your apparent planning to respond to a ‘hostile’ bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid Internet search terms offered by Yahoo today. In our view, such an arrangement with the dominant search provider would make an acquisition of Yahoo undesirable to us for a number of reasons:

–First, it would fundamentally undermine Yahoo’s own strategy and long-term viability by encouraging advertisers to use Google as opposed to your Panama paid search system. This would also fragment your search advertising and display advertising strategies and the ecosystem surrounding them. This would undermine the reliance on your display advertising business to fuel future growth.

–Given this, it would impair Yahoo’s ability to retain the talented engineers working on advertising systems that are important to our interest in a combination of our companies.

–In addition, it would raise a host of regulatory and legal problems that no acquirer, including Microsoft, would want to inherit. Among other things, this would consolidate market share with the already-dominant paid search provider in a manner that would reduce competition and choice in the marketplace.

–This would also effectively enable Google to set the prices for key search terms on both their and your search platforms and, in the process, raise prices charged to advertisers on Yahoo. In addition to whatever resulting legal problems, this seems unwise from a business perspective unless in fact one simply wishes to use this as a vehicle to exit the paid search business in favor of Google.

–It could foreclose any chance of a combination with any other search provider that is not already relying on Google’s search services.

Accordingly, your apparent plan to pursue such an arrangement in the event of a proxy contest or exchange offer leads me to the firm decision not to pursue such a path. Instead, I hereby formally withdraw Microsoft’s proposal to acquire Yahoo.

We will move forward and will continue to innovate and grow our business at Microsoft with the talented team we have in place and potentially through strategic transactions with other business partners.

I still believe even today that our offer remains the only alternative put forward that provides your stockholders full and fair value for their shares. By failing to reach an agreement with us, you and your stockholders have left significant value on the table.

But clearly a deal is not to be.

Thank you again for the time we have spent together discussing this.

Sincerely yours,
/s/ Steven A. Ballmer

Steven A. Ballmer
Chief Executive Officer
Microsoft Corporation

In short, Microsoft (MSFT) bid BAD, Yahoo’s continued independence GOOD. Also, Yahoo’s (YHOO) board is “continuously evaluating all of Yahoo!’s strategic options.” Yeah, all two of them–”Yes, we’ll accept your bid” and “No, we’d prefer a nasty proxy fight.”

Anyway, here’s the letter in all its redundant glory …

Dear Stockholders,

On Feb. 1, 2008, Microsoft made an unsolicited proposal to acquire your company. As much has been reported in the press recently, I wanted to reach out to you personally to let you know why your Board of Directors, after a careful review by Yahoo!’s management along with our financial and legal advisers, believes that Microsoft’s proposal substantially undervalues Yahoo! and is not in the best interests of our stockholders.

Most importantly, I want you to know that your Board is continuously evaluating all of Yahoo!’s strategic options in the context of the rapidly evolving industry environment, and we remain committed to pursuing initiatives that maximize value for all our stockholders.

We have a unique combination of strengths

• Yahoo! is one of the most recognizable and admired brands in the world. We have over 500 million users (nearly 1 out of every 2 Internet users worldwide). In the U.S., we are No. 1 in many of the most used online services including personalized home pages, mail, news, music, shopping and travel. Because we have leadership positions in so many indispensable online services, users spend more time on Yahoo! sites than anywhere else online.
• Yahoo! is an attractive partner for marketers. Yahoo! is No. 1 in online display advertising, which represents 90% of the advertising inventory on the Web, and we are also a leader in search marketing and a pioneer in the growing fields of mobile advertising and online video advertising. Through Yahoo!, advertisers can now connect with consumers on our owned sites as well as those of our growing network of partners including eBay, Comcast, AT&T, a consortium of over 600 newspapers, Forbes.com, Cars.com, WebMD and more.
• Yahoo! has the financial flexibility to execute our plans, thanks to our healthy cash balance, which exceeded $2 billion as of Dec. 31, 2007, and our substantial operating cash flow, which we expect to grow double digits in 2009.
• Yahoo! has made important investments in our core computing infrastructure enabling us to dramatically increase the speed of our search engine updates even while handling vast and growing quantities of data.
• In addition, we have the added value of our substantial, unconsolidated investments in Japan and China. We have substantial positions in Yahoo! Japan, the leader in its market, and Alibaba, which is strongly positioned in China, a market with enormous growth potential.

These assets—our brand and its audience, our relationships with marketers, our financial strength, our technology, and our strategic investments—are the core of our value and our leadership position in the industry.

We have a huge market opportunity–and are uniquely positioned to capitalize on it.

The global online advertising market is projected to grow from $45 billion in 2007 to $75 billion in 2010. And we are moving quickly to take advantage of what we see as a unique window of time in the growth–and evolution–of this market to build market share and to create value for stockholders.

We are executing our strategy–and making headway.

We have taken significant but disciplined steps to refocus our business on our objectives to become the starting point for the most consumers and the must buy for the most advertisers and enhance Yahoo!’s long-term performance.

Starting Point Objective: Our goal is to grow visits to key Yahoo! starting points and properties, where users enter the Internet, by 15% per year over the next several years. We are the most visited site in the U.S., and we continue to grow–we experienced double-digit growth in U.S. users in 2007 on our Yahoo.com home page.

In addition to traditional starting points on the PC–including our home pages, mail, My Yahoo! and search, we are particularly excited about our growth prospects in mobile, the biggest emerging starting point in the world. Globally, there are twice as many users of mobile devices as users of personal computers, and mobile advertising is projected to grow substantially in the coming years. We have an important competitive edge as the No. 1 mobile destination in the U.S., and we are building a superior mobile experience for Yahoo! users globally so we can further capitalize on this opportunity.

Must Buy Objective: We are working to make online advertising easier and more effective for marketers, opening up new ways for them to connect with consumers. We’ve successfully completed the global roll-out of our search marketing system, Panama, which improved the search experience for our users, boosted returns for our advertisers, and increased revenue for Yahoo!. Last year, we bought Right Media, an exchange that enables buyers and sellers of online advertising to come together. Another 2007 acquisition, BlueLithium, brings us best-in-class performance marketing capabilities, complementing Yahoo!’s existing offerings for advertisers. We also integrated our search advertising and display advertising sales forces, creating a one-stop shop for all of advertisers’ online marketing needs. All of these–Panama, Right Media, BlueLithium and our combined sales efforts–complement and enhance Yahoo!’s existing capabilities and will make it easier for advertisers and online publishers to buy and sell advertising online.

We are also creating a unique and valuable network of premium Web sites to serve our advertisers. We are making it easier for our advertisers to provide interesting and relevant offers to our users by combining advertising space on Yahoo!’s owned sites with that from a growing group of premium partners including eBay, Comcast, AT&T, a consortium of over 600 newspapers and many others.

As we reach more users both on our own Web sites and on the sites of our premium partners, and better monetize the ad space on Yahoo!’s owned and operated sites, we are striving to increase the percentage of total online advertising demand we touch from an estimated 15% in 2007 to 20% over the next several years.

These key strategies will be enhanced by our adoption of new, more open technology platforms that will encourage the development of new applications and the involvement of third-party developers–and help enrich the user experience.

We have accomplished a great deal in a very short time–and we are focused on building this momentum.

Today, Yahoo! is a faster-moving, better-organized, more nimble company than it was just a few months ago. We have redeployed our resources to drive Yahoo!’s key strategic priorities–taking important steps to streamline our organization and close down or scale back businesses that don’t support these critical growth initiatives. The fact is that we are well on our way to transforming the experiences of Yahoo!’s users, advertisers, publishers and developers–an important shift that is at the heart of our plan to create stockholder value.

I want you to know that the Yahoo! Board of Directors and management team remain committed to pursuing initiatives that maximize value for all our Yahoo! stockholders. This is a great company and we are moving quickly to make it even better.

Jerry Yang

Subject: our board’s decision

Yahoos,

As you’ll see from the news release we issued today, our Board of Directors has reviewed Microsoft’s unsolicited proposal with Yahoo’s management, financial and legal advisers. After a careful evaluation, the board has unanimously concluded that the proposal is not in the best interests of Yahoo and our stockholders. Of course, the Board of Directors is continuously evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for stockholders.

We believe Microsoft’s proposal substantially undervalues Yahoo–including our highly recognizable global brand, large worldwide audience, significant recent investments in advertising platforms, future growth prospects, our ability to generate free cash flow and our earnings potential as well as substantial unconsolidated investments (like Alibaba and Yahoo Japan).

You deserve the credit for the tremendously valuable business we have built. All of us in management, as well as the members of the board, deeply appreciate and respect what you have done and continue to do in order to maintain and enhance Yahoo’s leadership position in the online world.

We have been very deliberate about the steps we are taking to position Yahoo. We are putting in place the pieces we need to accelerate growth by becoming a leading starting point for users and the must-buy for advertisers. The global online advertising market is projected to grow from $45 billion in 2007 to $75 billion in 2010, and our more focused strategies position us to capture an even larger share of this market. We are moving to take advantage of this unique window of time in the growth of the online advertising market to build market share and to create value for stockholders.

Several key assets form a solid foundation as we execute this strategy.

First, our global brand is a tremendous base from which to build leadership as the starting point for Internet use: Yahoo is one of the most recognizable and admired brands in the world. We have some 500 million users (1 out of every 2 internet users worldwide). In the U.S., we are No. 1 in personalized home pages, mail, music, news, sports, shopping and travel. Yahoo also is No. 1 in time spent on our sites, an increasingly important metric for marketers.

Second, our substantial operating cash flow, which we expect to grow in the double digits in 2009, gives us the financial flexibility to execute our plans.

Third, we have made important investments in our core computing infrastructure that provide us greater scalability and increase the rate of iteration on core technologies like algorithmic search as much as tenfold. And of course, you’re familiar with our investments in enhanced search technology through Panama.

These assets–the brand, the audience, the financial strength, and the technology–position us to capitalize on this pivotal moment for Yahoo and the online marketplace. Of course, our most important resource is you: the thousands of creative, passionate and committed Yahoos who are executing our strategies to deliver value for users, advertisers, publishers–and stockholders.

As you know, we have taken significant steps to refocus our business on our starting point–must-buy strategies. And we’re making headway.

Starting points: Our goal is to grow visits to key Yahoo starting points and properties, by approximately 15% per year over the next several years. And we’re on the move: We are the most visited site in the U.S., and the number of U.S. users grew strongly in the double-digits in 2007 on our yahoo.com home page alone. as our open platform takes shape, it will significantly accelerate that growth.

Mobile, as an area of focus, is the biggest emerging starting point in the world. With twice as many mobile users as personal computer users and projections for substantial advertising growth in mobile, we have an important competitive edge as the No. 1 mobile destination in the U.S., and we are building a superior mobile experience for Yahoo users to further capitalize on this opportunity.

Must buy: At the same time, we will increasingly make online advertising easier and more effective for marketers, opening up new ways for them to address consumers. Our Right Media Exchange, acquired last year, is more open and easy to use, simplifying transactions for buyers and sellers of online ad inventory. Another 2007 acquisition, BlueLithium, brings us best-in-class performance marketing. While we’ve historically tracked the success of our ad business by focusing on metrics related to our owned and operated sites, our goal is to increase the percentage of the total online advertising demand we touch–to 20% of our addressable market over the next several years, from an estimated 15% in 2007.

Our newspaper consortium is a great example. It has grown to more than 600 newspapers, up from just 264 just seven months ago. Combined with eBay, Comcast, AT&T and others, we are creating a valuable, unique network of premium sites to serve our advertisers.

Our key strategies will be enhanced by our adoption of platforms that welcome third-party developers and encourage new applications that will enrich the user experience.

Finally, beyond our core strategies, there’s the added benefit of our substantial, unconsolidated investments in China and Japan: We have major positions in Yahoo Japan, the leader in its market, and Alibaba, which is strongly positioned in China, a market with enormous growth potential.

We have accomplished a great deal in a very short time. Yahoo is a faster-moving, better organized, more nimble company well on its way to transforming the experiences of its users, advertisers, publishers and developers.

I hope you are as proud as I am of the Yahoo we have built and we continue to build. Thanks for your hard work.

Jerry