Microsoft

Representatives from Microsoft and Yahoo have filed paperwork for regulatory clearance in the U.S. for their proposed search deal but it remains unclear how to proceed in Europe, a Microsoft spokesman said on Wednesday.

The issue that remains in Europe is "determining whether or not the deal requires formal notice before the (European) Commission and if not, do we need to file notice" in individual countries that might have an interest in reviewing the deal, said Microsoft spokesman Jack Evans.

These jurisdictional issues are being discussed in ongoing talks Microsoft and Yahoo have been having with EC officials that were the subject of a Reuters report, according to Evans.

"We have had informal discussions in Europe about the agreement just as we indicated we would when the deal was announced," he said.

Yahoo representatives familiar with the matter did not immediately respond to an e-mail seeking comment.

Last week, the companies said the U.S. Department of Justice had asked for more information about their deal under which Microsoft would provide search for Yahoo's Web pages, thus bringing to a close Yahoo's tenure as a search provider.

The antitrust scrutiny is likely to be more intense in the U.S., where Google has about three quarters of the search market and Microsoft and Yahoo combined have about one fifth, than in Europe where Google's market share exceeds 90 percent.

Update 3:25 p.m. PDT: In a statement, a Yahoo spokesperson said "As we indicated at the time of announcement, the agreement is subject to regulatory approval and Yahoo and Microsoft are engaging in discussions with the regulators in Europe about the agreement. Yahoo and Microsoft are committed to engaging positively with the Commission about the agreement and firmly believe that the information we will be providing will confirm that this deal is not only good for both companies, but it is also good for advertisers, good for publishers, and good for consumers. As we have indicated previously, we're hopeful the agreement will close in early 2010."

Microsoft's new Bing search service is the fastest-growing U.S. search engine among the top 10, according to a Nielsen report released Monday.

The total amount of searches on Bing rang in at 1.1 billion for the month of August, a leap of 22.1 percent over July, winning Microsoft a 10.7 percent share of the search engine market.

Google remained in the top spot with a commanding 64.6 percent share, accounting for 7 billion searches in August, a gain of 2.6 percent over July. Yahoo saw its search results drop 4.2 percent for the month to 1.7 billion, earning it 16 percent of the market.

Other players in the top 10 included AOL Search in fourth place with 333 million searches and Ask.com Search in fifth with 186 million searches.

Similar studies have also seen a boost in Microsoft's search business. An August report from ComScore discovered that Microsoft's share of the global search engine market lept 41 percent from July 2008 to July 2009. Bing was introduced in May, taking the place of Microsoft's Live Search.

Earlier this week, Microsoft showed off a "visual search" feature for Bing that returns thumbnail images for at least some search results. Microsoft reportedly will be debuting a Bing 2.0 sometime soon sporting a variety of new features.

Microsoft has responded swiftly to suggestions that its Bing search engine seems to throw up ads alongside the keyword "pornography".

In a post Thursday, I outlined some of the suspicions that surrounded the appearance of ads for Bing next to searches for fleshy entertainment.

A Microsoft representative declared in an e-mail: "Microsoft has not purchased the keyword 'pornography,' and this term has never been in our AdWords account."

This will serve as a considerable relief to many upstanding citizens.

The company representative continued: "It is our policy on the Bing marketing team that we do not have any adult content as part of any of our keyword buys or other marketing campaigns."

However, Microsoft has vivid views about how this alleged relationship between "binging" and films featuring somewhat less talented actors naked might have come about.

"The keyword that seems to be triggering these results is 'free videos,'" the Microsoft representative explained. "We are following up with Google to understand why this ad is showing up in these types of queries."

That should be a very interesting conversation. One looks forward to reading a transcript.

It'll probably still be a long time before people start saying things like "I'd spend some time binging that guy before I go on a date with him," but in the U.S. things are looking up for Microsoft's new search engine, Bing, which was unveiled in May.

Web analytics firm StatCounter released analysis Monday stating that Bing slightly increased Microsoft's share of the U.S. search market in July. It now claims 9.41 percent, up from 8.23 percent in June.

The combined market share of both Microsoft and Yahoo in July was 20.36 percent, up slightly from 19.27 percent in June. The commanding lead Google currently has on the market shrank slightly to 77.54 percent in July from 78.48 percent in June.

Microsoft and Yahoo reached a deal last week, with Microsoft powering Yahoo search while Yahoo becomes the exclusive worldwide relationship sales force for both companies' premium search advertisers.

And according to StatCounter analysis, worldwide is the place where the two companies face an even bigger challenge in the search market. In July, Microsoft and Yahoo combined had just 8.77 percent of the global search market, down from 8.45 percent in June. On the other hand, Google still dominates the search market globally with 89.23 percent in July (slightly down from 89.8 percent in June).

StatCounter's data was based on an analysis of 1 billion search engine referring clicks (of which 258 million were from the U.S.) that were collected in June and July from the company's network of more than 3 million Web sites.

After months of Microhoo maneuvering, the two companies sign the dotted line on a deal that puts Yahoo search in Microsoft's hands.

With Yahoo search gone, content becomes king

What kind of company will Yahoo be when the Microsoft search deal takes shape? A content company that will need to make hard decisions about how to attract eyeballs.
(Posted in Webware by Tom Krazit)
July 30, 2009 4:00 AM PDT

Breaking down Microsoft and Yahoo's search deal

It will take months to play out, but who are the winners and losers in Yahoo's decision to offload its search business to Microsoft?
(Posted in Webware by Tom Krazit)
July 29, 2009 2:19 PM PDT

Microsoft, Yahoo now free to focus on new selves

The two companies have plenty of challenges now, but the ground rules have been set: Yahoo's job is to be an online hub, and Microsoft's job is to out-Google Google.
(Posted in Digital Media by Stephen Shankland)
July 29, 2009 1:22 PM PDT

Microsoft open to SearchMonkey, other Yahoo tech

In interview, top Microsoft online exec says his company likes Yahoo's open approach, but will have to see which of Yahoo's technologies make sense to add to Bing
• Podcast: What they win
• Podcast: Microsoft, Yahoo VPs explain deal
(Posted in Beyond Binary by Ina Fried)
July 29, 2009 9:51 AM PDT

Hello Godot: Microsoft, Yahoo finally hook up

One of the most on-again, off-again technology partnerships in recent memory has finally been consummated. How did we get here, and why now?
(Posted in Webware by Tom Krazit)
July 29, 2009 6:10 AM PDT

Yahoo, Microsoft reach search, ad deal

Under the pact, Microsoft's technology will power Yahoo's search results, while Yahoo will handle ad-selling duties for both companies' search sites.
• Live blog: Microsoft, Yahoo discuss deal
(Posted in Beyond Binary by Ina Fried)
July 29, 2009 4:56 AM PDT

Investors panned Yahoo's search and advertising deal with Microsoft on Wednesday, sending Yahoo's stock down 12 percent. IDC's analysts called it a "strategic mistake."

But here's what's good about it: After a year and a half of public scrapping, behind-the-scenes drama, and dysfunctional communications through leaks to the press, Microsoft and Yahoo now can get back to business.

The Microhoo concept has been reduced from a giant cloud of uncertainty hanging over both companies to merely a complicated partnership between two rivals with Google as a common foe. The range of possibilities for Microsoft and Yahoo, which ran all the way from nothing to Yahoo disappearing altogether, has been pruned back to a much more manageable scope.

Nobody will notice any difference immediately from the outside. First comes regulatory scrutiny, with the companies hoping for approval in early 2010. But already, the deal provides a framework that should make it easier for the companies to establish their new identities.

With Microsoft acquiring license to Yahoo's search technology, applying its search-ad auction process to both companies' searches, and offering jobs to many Yahoo employees, it appears Redmond is carrying more of the Ph.D.-intensive fight to Google. Yahoo, keeping its display advertising business and focusing on its home page redesign, becomes more of a hub for people's online activity and platform for outside Web sites' developers.

Some awkwardness remains where those two visions overlap. One is the work Yahoo has done to augment search results through a program called SearchMonkey, which can interpret tags on others' Web sites so they can be spruced up with new information when those pages appear in search results. To work, it requires the cooperation of the Web crawlers that index the contents of Web pages and the servers that present the search results.

To me, that looks like the sort of chore that will require Microsoft and Yahoo to work together in search. Fortunately, Microsoft and Yahoo have a 100-page playbook that had better address such aspects, and Microsoft Senior Vice President Yusuf Mehdi declared Wednesday he likes the SearchMonkey approach.

The companies also gave themselves two full years to fully implement the deal, too, so there's time to work out such details. In the meantime, Yahoo can't afford to stand still. SearchMonkey is one element of a new hybrid search page that Yahoo said it will start testing with its users starting in August.

There's some important context for these changes and for the Microsoft-Yahoo deal: search results are growing beyond the plain list of 10 hyperlinks with accompanying snippets of text. Google, for example, blends in ever larger quantities of "universal" search results such as maps, YouTube videos, photos, and news.

Yahoo's new search results page include not only SearchMonkey, but also display advertising and the key element of its new home page, a customizable list of applications down the left side. The search results themselves become just part of a broader package, so Yahoo outsourcing the actual search engine duties to Microsoft isn't giving away as much of the core business.

Outsourcing search has a cost, of course. The partnership means Yahoo will get only 88 percent of search-ad revenue on its sites for the first five years, down from 100 percent today. Yahoo, though, also gets lower operational expenses and thus, it expects, greater profitability over the long term. Yahoo expects $275 million more each year in operating cash flow.

Carol Bartz, Yahoo's new chief executive, has shown herself to be a pragmatist who prefers picking her battles. With the Microsoft deal, she's chosen to sit a big one out, freeing the company from having to out-Google Google. What the company sacrifices in ambition it gets back in goals that are actually attainable.

For Microsoft, though, the struggle against Google becomes more intense. The combined search market share of Yahoo and Microsoft still is half what Google has, and the fact that Wednesday's Yahoo pact is smaller in scope than some earlier possible incarnations means Microsoft has that much more hard work before it.

The company clearly wants to make a third big business out of its online operations to complement its Windows and Office cash cows. Getting Yahoo's search technology and Web site traffic gives it a better stronghold but by no means a victory.

Microsoft's search deal with Yahoo is the culmination of months of well documented negotiations, but in many ways, it is just the beginning of the long road ahead.

In the coming months, Microsoft and Yahoo will not only have to win regulatory approval for the deal, but also figure out how to bring together disparate approaches to the search market.

Microsoft has spent much of its energy in the last couple years refining its core technology, improving in vertical categories, and rebranding its Web search under the Bing moniker. Yahoo, meanwhile has put a lot of energy into tools that allow others to build on its technology, including the BOSS (Build your Own Search Service) and SearchMonkey efforts.

As part of the deal announced on Wednesday, Microsoft will now be responsible for trying to merge those efforts. In an interview, Microsoft Senior Vice president Yusuf Mehdi said Microsoft hasn't looked at the specific lines of code in that area, but is open to trying to take Yahoo's best ideas and integrate them into Bing.

"We like the approach that Yahoo has done," he said, referring to SearchMonkey and BOSS.

Both Mehdi and Yahoo Executive VP Schneider acknowledged that there are integration challenges, but Schneider said there is a clear delineation of who is responsible for what.

"At the same time we are integrating, we are really divide-and-conquering," Schneider said in the joint interview with Mehdi. "The reality is in the way we structured (the deal), it allows each of us to innovate in the areas that will jointly bring advantage."

The fact that the companies have already spent time thinking about these issues reflects the different nature of the discussions this time around.

Whereas last year's negotiations were done with Yahoo's board and a keen eye on Wall Street, the deal announced on Wednesday is much more focused on how to build a search business for the long term.

CEO Steve Ballmer noted on the conference call earlier Wednesday that the two sides have a 100-page playbook as opposed to a two-page term sheet and also noted that the negotiations were handled by management as opposed to representatives of the company's boards.

In addition to being run by the top management from Microsoft's online group, including Mehdi, Senior Vice President Satya Nadella, and online unit President Qi Lu (a former Yahoo executive), Mehdi and Schneider said the negotiating teams routinely called on the companies' engineering and sales ranks to make sure the deal they were structuring made operational sense.

It wasn't just the typical few business development executives in a room hashing out financial details, the pair said. "We really have got a great vibe with Yahoo's operating team," Mehdi said.

The two companies will be able to do some work on their joint plans while the deal is pending, but there are limits as to how much collaboration can take place.

"We will do all of the pre-work that we are allowed to do in terms of preparing," Mehdi said. "We feel like we can make a lot of progress."

Ultimately, though, the two companies said they expect just integrating Bing's results into Yahoo in the U.S. will take several months, while moving from Yahoo's Panama ad-serving technology to Microsoft's AdCenter could take a year. It could be two years from the deal close before the two companies can fully implement the deal across the globe.

Microsoft's Mehdi didn't close the door on an eventual expansion of the deal into some of the areas the two companies had at one point considered, such as joint work on display advertising.

"Today is a start on a fantastic partnership which we are very excited about," Mehdi said. "By starting this partnership it allows us to over time build greater and deeper relationships. Right now the focus is on getting to a credible No. 2 player in search and paid search."

One of the open questions is what will happen to each company's business and workforce during the time that the deal is pending. Schneider said the companies have a communications plan for employees as well as the sorts of retention bonuses planned to keep key employees in place.

"We believe this is a winning plan," she said. "People want to be part of a winning vision."

Ultimately, Yahoo CEO Carol Bartz said some of Yahoo search employees will move to other parts of the company, some will be offered jobs at Microsoft, while others will eventually lose their jobs.

For his part, Mehdi said the company will continue to beef up its search staff while the deal is pending. "We are continuing to hire and invest in search."

After months of fits and starts, Microsoft and Yahoo on Wednesday announced a 10-year search deal that will see the two companies join forces to take on Google.

"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," the companies said in a joint statement. The deal is expected to go into effect in 2010 and improve Yahoo's profitability, though not its revenue, the companies said.

Less expansive than the all-out, $44 billion acquisition Microsoft proposed last year--and even than some of the search partnerships once discussed--the deal does allow the companies to share resources and combine their engineering efforts. Even together, however, the two companies have only about 30 percent of the search market compared to Google, which has more than twice that amount.

"This agreement gives us the scale and resources to create the future of search," Microsoft CEO Steve Ballmer said in a statement. "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."

Yahoo CEO Carol Bartz, meanwhile, said that the move will help Yahoo focus on other areas, also adding that the deal has the full support of the company's board (lest anyone wonder what Carl Icahn thinks about the more limited deal).

"This is a significant opportunity for us," Bartz said. "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."

Editors' note: The two companies had a conference call Wednesday morning to discuss the deal. Click here for our live-blog coverage of that event.

The dollar value
As for the financial terms, there is not the large upfront payment once discussed. However, Microsoft will offer both revenue guarantees to Yahoo as well as the lion's share of the search-advertising revenue generated on Yahoo's site.

That apparently wasn't enough to satisfy investors. In trading before the market opened, Yahoo's stock dropped more than 7 percent, or $1.28, to $15.94. Microsoft rose 1 percent, or 24 cents, to $23.71.

Yahoo will get 88 percent of search revenue created by its sites during the first five years, while Microsoft will guarantee a certain level of search revenue for 18 months in each country. The companies expect it will take about two years after the deal is approved to fully get the partnership up and running.

Once fully in place, Yahoo said it expects the deal will boost its annual operating income by about $500 million, while reducing capital expenditure by $200 million and increasing operating cash flow by about $275 million per year.

Microsoft will be able to incorporate Yahoo's search technology, including its Panama ad-selling tool, but the companies will use Microsoft's AdCenter sales tool and Bing search engine to power both sites.

Aiming to head off privacy concerns, the two companies noted that "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 deal must still pass regulatory muster and the two companies anticipate it will take several months to finalize. "Microsoft and Yahoo expect the agreement to be closely reviewed by the industry and government regulators, and welcome questions," the companies said. "The companies are hopeful that closing can occur in early 2010."

Microsoft and Yahoo are joining forces in search, but in a line clearly aimed at regulators, the companies take pains to note that their collaboration is limited to that arena.

"The agreement does not cover each company's Web properties and products, e-mail, instant messaging, display advertising, or any other aspect of the companies' businesses," they said. "In those areas, the companies will continue to compete vigorously."

Updated at 6:30 p.m. and 11:50 p.m. PDT with additional details.

For more than a year now, rumors of a potential deal between Microsoft and Yahoo have ebbed and flowed. And it looks like the denouement of this epic tale may finally be upon us. A search and advertising deal between the two tech giants is expected to be announced within the next 24 hours, according to All Things D's Kara Swisher, who cites multiple unnamed sources.

It wasn't clear if a final deal had been signed, Swisher said Tuesday afternoon, but negotiations have apparently wrapped up. One sticking point late in the discussions came when Microsoft bristled at Yahoo's request for an upfront payment on the order of several hundred million dollars and revenue guarantees that would have meant billions of dollars over the course of the deal, according to Ad Age. But executives apparently worked through that kink and are now putting the finishing touches on an agreement.

According to All Things D and a separate report from Ad Age, Microsoft's search technology will power the search bars on Yahoo's pages. However, Yahoo will still sell search ads on its site and on Microsoft's Bing, according to the reports, which means Yahoo will be able to maintain the relationship with large advertisers interested in both display and search ads. In addition, Yahoo will be entitled to 110 percent of revenue generated from search ad sales for the first two years of the deal, according to All Things D. In the third year, that number will drop to 90 percent.

Yahoo has not responded to requests for comment on a potential deal. Microsoft declined to comment. Stay tuned for more as this story unfolds.

Tom Krazit contributed to this report.