微软和 Yahoo 今天共同对外宣布，双方已达成为期 10 年的搜索和广告合作协议，称该交易将为全球消费者和广告主带来更多选择，并有利于进一步加强全球互联网产业的技术创新步伐。

微软、 Yahoo 称，总而言之，通过该交易，微软将成为 Yahoo 搜索的技术提供商，而 Yahoo 将独家负责两家公司全球范围内的搜索广告销售事务。

两家公司称，对网民和广告主而言，该交易在整合双方产品资源和搜索平台后，将推动互联网产业的持续技术创新。网民们会发现，他们查找信息的速度将更快，所获得信息准确性也更高。通过微软具有市场竞争力的搜索平台，将为广告主、内容提供商带来更多价值，并提高网民们的互联网活动效率。

根据已达成协议， Yahoo 今后将专注于其核心业务，以给消费者带来更佳体验，从而使 Yahoo 成为网民们最喜爱的互联网产品和最终目的地。

高层表态

Yahoo CEO Carol Bartz 表示："该协议的达成，将大幅提升 Yahoo 、用户和互联网产业的价值。我认为，该协议为开启互联网新时代奠定了坚实基础。今后 Yahoo 用户在使用搜索活动时，他们仍将获得最佳体验。由于我们整合了平台，广告主也从中受益良多。总而言之，该协议将有利于我们进一步加强对核心产品的投资，并提高 Yahoo 显示广告和手机互联网业务的实力。"

微软和 Yahoo 表示，通过最新达成的协议，两家公司搜索业务合并后，广告主将不必过分信赖某家单一的互联网公司，而这家公司的市场份额超过了 70%（注：这家公司指 Google）。在获得 Yahoo 的搜索流量后，微软搜索业务将实现规模化发展，从而最终对消费者和广告主有利。

微软 CEO Steve Ballmer 表示，通过该协议，微软搜索引擎 Bing 的市场竞争力将更为强大，并可吸引更多网民和广告主。

Ballmer 说："通过与 Yahoo 达成的协议，我们将在搜索业务上进行更多创新，将为广告主带来更多价值，为消费者带来更多选择。要使搜索业务取得成功，就必须同时注重技术创新和规模化发展。通过微软的新型 Bing 搜索平台，我们在搜索技术和功能上取得了突破。而这次同 Yahoo 达成合作协议，将使我们实现搜索业务的规模化增长。微软和 Yahoo 都意识到，搜索业务领域仍很大增长空间。通过这次合作，将使我们有机会去创造互联网搜索产业的未来。"

Yahoo 董事长 Roy Bostock 表示："该合作协议的达成，符合 Yahoo 的长期发展利益， Yahoo CEO Bartz 和 Yahoo 董事会对此表示支持。这次合作对 Yahoo 来说是一次良好的机会。微软在搜索业务领域扮演着创新者的角色，我们今后将有机会专注于 Yahoo 其他核心产品的投资和开发。"

以下为微软、 Yahoo 所达成合作协议的核心条款：

• 协议规定的合作期限为 10 年。

• 微软将获得为期 10 年的独家授权权限，以向 Yahoo 提供核心搜索技术。今后微软将把 Yahoo 搜索技术整合到微软现有搜索平台当中。微软 Bing 将成为 Yahoo 网站的独家算法搜索和付费搜索平台。在增强显示广告技术等业务领域， Yahoo 将继续使用自家技术和数据。

• Yahoo 将在全球范围内独家负责针对两家公司重要广告主的搜索广告销售事务，两家公司的自助广告业务将在微软 AdCenter 广告平台中进行，所有搜索广告的价格，仍将继续由 AdCenter 的自动拍卖流程来加以确定。

• 两家公司仍将分别保留各自显示广告业务和销售团队。

• Yahoo 将加强对自家互联网资产的技术创新，并"拥有"相应资产的用户体验，其中包括用户的搜索体验 - 即使这些搜索活动的幕后技术来自微软。

• 微软将通过收入共享协议向 Yahoo 支付报酬。两家公司将分享由 Yahoo 拥有和所运营网站及附属网站流量带来的营收。

• 在协议生效前 5 年当中，微软将向 Yahoo 支付流量获得成本 (TAC)，即在 Yahoo 拥有和所运营网站搜索广告总营收中，88% 归 Yahoo 所有。

• Yahoo 将继续保持其他搜索合作伙伴的良好合作关系。

• 在适用于该协议的每个国家，在合作的前 18 个月当中，微软将向 Yahoo 拥有和所运营网站支付搜索收入保证金。

• Yahoo 预计，该协议正式生效之后（预计在获得监管部门批准后的 24 小时内生效），根据自身营收和运营开支水平，该协议每年将给 Yahoo 带来 5 亿美元的营业收入，并节约 2 亿美元的资本支出。 Yahoo 还预计，该协议每年将给 Yahoo 带来约 2.75 亿美元的营业现金流。

隐私与监管

微软和 Yahoo 表示，该协议将把数据共享活动限制到最低程度，以最大程度地保护用户隐私。此类数据共享行为，仅仅是为了搜索平台的整合和性能改进。两家公司将对搜索数据共享行为进行限制。该协议将遵守各互联网公司已执行的隐私保护领先标准。

微软和 Yahoo 还表示，该协议并不适用于两家公司各自的互联网资产和产品，如电子邮件、即时通信、显示广告以及两家公司的任何其他业务。在这些非合作业务领域中，两家公司仍将展开激烈市场竞争。

微软和 Yahoo 称，该合作协议将被提交给监管部门加以评估。如果该协议得到批准，在实施合作协议之前，协议双方将签署更为具体的详细协议。微软和 Yahoo 预计，该交易将受到业界人士和监管部门的密切关注，因此愿意接受外界和监管部门提出问题。两家公司希望能在2010年初完成相应评估过程。

微软和 Yahoo 已为此建立了一家新网站：Choice. Value. Innovation.，以就该合作协议向消费者、广告主和内容提供商提供更多详细信息。

以下是官方新闻稿：

SUNNYVALE, Calif. and REDMOND, Wash. - 29 July, 2009 - Yahoo! and Microsoft announced an agreement that will improve the Web search experience for users and advertisers, and deliver sustained innovation to the industry. In simple terms, Microsoft will now power Yahoo! search while Yahoo! will become the exclusive worldwide relationship sales force for both companies' premium search advertisers.

For Web users and advertisers, this deal will accelerate the pace and breadth of innovation by combining both companies' complementary strengths and search platforms into a market competitor with the scale to fuel sustained development in search and search advertising. Users will find what they care about faster and with more personal relevance. Microsoft's competitive search platforms will lead to more value for advertisers, better results for web publishers, and increased innovation and efficiency across the Internet.

Under this agreement, Yahoo! will focus on its core business of providing consumers with great experiences with the world's favorite online destinations and Web products.

"This agreement comes with boatloads of value for Yahoo!, our users, and the industry. And I believe it establishes the foundation for a new era of Internet innovation and development," said Yahoo! Chief Executive Officer Carol Bartz. "Users will continue to experience search as a vital part of their Yahoo! experiences and will enjoy increased innovation thanks to the scale and resources this deal provides. Advertisers will also benefit from scale and enjoy greater ease of use and efficiencies working with a single platform and sales team for premium advertisers. Finally, this deal will help us increase our investments in priority areas in winning audience properties, display advertising capabilities and mobile experiences."

Providing a viable alternative to advertisers, this deal will combine Yahoo! and Microsoft search marketplaces so that advertisers no longer have to rely on one company that dominates more than 70 percent of all search. With the addition of Yahoo!'s search volume, Microsoft will achieve the size and scale required to unleash competition and innovation in the market, for consumers as well as advertisers.

Microsoft Chief Executive Officer Steve Ballmer said the agreement will provide Microsoft's search engine, Bing, the scale necessary to more effectively compete, attracting more users and advertisers, which in turn will lead to more relevant ads and search results.

"Through this agreement with Yahoo!, we will create more innovation in search, better value for advertisers and real consumer choice in a market currently dominated by a single company," said Ballmer. "Success in search requires both innovation and scale. With our new Bing search platform, we've created breakthrough innovation and features. This agreement with Yahoo! will provide the scale we need to deliver even more rapid advances in relevancy and usefulness. Microsoft and Yahoo! know there's so much more that search could be. This agreement gives us the scale and resources to create the future of search."

"This deal fits the long-term strategic direction of Yahoo! to remain the world's leading online media company and Carol Bartz has the full and unanimous support of the Yahoo! Board behind this deal," said Roy Bostock, chairman, Yahoo! Inc. "This is a significant opportunity for us. Microsoft is an industry innovator in search, and it is a great opportunity for us to focus our investments in other areas critical to our future."

The key terms of the agreement are as follows:
• The term of the agreement is 10 years;
• Microsoft will acquire an exclusive 10 year license to Yahoo!'s core search technologies, and Microsoft will have the ability to integrate Yahoo! search technologies into its existing web search platforms;
• Microsoft's Bing will be the exclusive algorithmic search and paid search platform for Yahoo! sites. Yahoo! will continue to use its technology and data in other areas of its business such as enhancing display advertising technology.
• Yahoo! will become the exclusive worldwide relationship sales force for both companies' premium search advertisers. Self-serve advertising for both companies will be fulfilled by Microsoft's AdCenter platform, and prices for all search ads will continue to be set by AdCenter's automated auction process.
• Each company will maintain its own separate display advertising business and sales force.
• Yahoo! will innovate and "own" the user experience on Yahoo! properties, including the user experience for search, even though it will be powered by Microsoft technology.
• Microsoft will compensate Yahoo! through a revenue sharing agreement on traffic generated on Yahoo!'s network of both owned and operated (O&O) and affiliate sites.
• Microsoft will pay traffic acquisition costs (TAC) to Yahoo! at an initial rate of 88% of search revenue generated on Yahoo!'s O&O sites during the first 5 years of the agreement.
• Yahoo! will continue to syndicate its existing search affiliate partnerships.
• Microsoft will guarantee Yahoo!'s O&O revenue per search (RPS) in each country for the first 18 months following initial implementation in that country.
• At full implementation (expected to occur within 24 months following regulatory approval), Yahoo! estimates, based on current levels of revenue and current operating expenses, that this agreement will provide a benefit to annual GAAP operating income of approximately $500 million and capital expenditure savings of approximately $200 million. Yahoo! also estimates that this agreement will provide a benefit to annual operating cash flow of approximately $275 million.
• The agreement protects consumer privacy by limiting the data shared between the companies to the minimum necessary to operate and improve the combined search platform, and restricts the use of search data shared between the companies. The agreement maintains the industry-leading privacy practices that each company follows today.

The agreement does not cover each company's web properties and products, email, instant messaging, display advertising, or any other aspect of the companies' businesses. In those areas, the companies will continue to compete vigorously.

The transaction will be subject to regulatory review. The agreement entered into today anticipates that the parties will enter into more detailed definitive agreements prior to closing. Microsoft and Yahoo! expect the agreement to be closely reviewed by the industry and government regulators, and welcome questions. The companies are hopeful that closing can occur in early 2010.

The companies have established a website at http://www.choicevalueinnovation.com to provide consumers, advertisers and publishers with additional information about the benefits of the agreement.

Conference Call - 5:30 a.m. PDT, Wednesday, July 29

Yahoo! and Microsoft will host a conference call with Yahoo! CEO Carol Bartz and Microsoft CEO Steve Ballmer to discuss the agreement at 5:30 a.m. Pacific/8:30 a.m. Eastern Time today. To listen to the call, please dial 1-866-515-2908 in the U.S. and Canada; +1-617-399-5122 international, reservation number: 47968026. A live webcast of the call can be accessed through Yahoo!'s Investor Relations website. In addition, an archive of the webcast will be available through the same link. An audio replay of the call will be available for two weeks following the conference call by calling 1-888-286-8010 in the U.S. and Canada; +1-617-801-6888 international, reservation number: 91217610.

Non-GAAP Financial Measures

This release refers to operating cash flow (operating income before depreciation, amortization of intangible assets, and stock-based compensation expense, or OCF), which is a non-GAAP financial measure. The most comparable GAAP measure is income from operations. The estimated annual OCF benefit of $275 million included in this press release is the estimated annual benefit in income from operations of $500 million less approximately $225 million of estimated annual savings in depreciation, amortization and stock-based compensation expense.

About Yahoo!

Yahoo! Inc. is a leading global consumer brand and one of the most trafficked Internet destinations worldwide. Yahoo! is where millions of people go every day to see what is happening with the people and things that matter to them most. Yahoo! helps marketers reach that audience with its unique and compelling advertiser proposition. Yahoo! is headquartered in Sunnyvale, California. For more information, visit http://pressroom.yahoo.com or the company's blog, Yodel Anecdotal at http://yodel.yahoo.com.

"Owned and Operated sites" refers to Yahoo!'s owned and operated online properties and services.

"Affiliate sites" refers to Yahoo!'s distribution network of third-party entities who have integrated Yahoo!'s advertising offerings into their websites or their other offerings.

This press release and its attachments contain forward-looking statements that involve risks and uncertainties concerning Yahoo!'s expected financial performance (including without limitation the quotations from management in this press release), as well as Yahoo!'s strategic and operational plans. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the expected financial and other benefits of the agreement with Microsoft may not be realized, including as a result of actions taken by United States or foreign regulatory authorities and the response or acceptance of the agreement by publishers, advertisers, users, and employees and Yahoo!'s strategic and business partners; the impact of management and organizational changes; the implementation and results of Yahoo!'s ongoing strategic and cost initiatives; Yahoo!'s ability to compete with new or existing competitors; reduction in spending by, or loss of, marketing services customers; the demand by customers for Yahoo!'s premium services; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to Yahoo!'s international operations; failure to manage growth and diversification; adverse results in litigation, including intellectual property infringement claims; Yahoo!'s ability to protect its intellectual property and the value of its brands; dependence on key personnel; dependence on third parties for technology, services, content, and distribution; and general economic conditions and changes in economic conditions; All information set forth in this press release and its attachments is as of July 29, 2009. Yahoo! does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. More information about potential factors that could affect the Company's business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which are on file with the SEC and available on the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in Yahoo!'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which will be filed with the SEC in the third quarter of 2009.

This press release and its attachments also contain financial projections that are necessarily based upon a variety of estimates and assumptions which may not be realized and are inherently subject, in addition to the risks identified in the forward-looking statement disclaimer, to business, economic, competitive, industry, regulatory, market and financial uncertainties, many of which are beyond Yahoo!'s control. There can be no assurance that the assumptions made in preparing the projected financial impact will prove accurate. Accordingly, actual results may differ materially from the projected financial impact. In addition, all projections exclude anticipated reinvestment by Yahoo! in its non-search business.

Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.

About Microsoft

Founded in 1975, Microsoft (Nasdaq "MSFT") is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

Note to editors: If you are interested in viewing additional information on Microsoft, please visit the Microsoft Web page at http://www.microsoft.com/presspass on Microsoft's corporate information pages. Web links, telephone numbers and titles were correct at time of publication, but may since have changed. For additional assistance, journalists and analysts may contact Microsoft's Rapid Response Team or other appropriate contacts listed at http://www.microsoft.com/presspass/contactpr.mspx