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

The company’s stock closed at HK$39.50–155 times next year’s estimated earnings. A jaw-dropping multiple even by the giddy standards of the Hong Kong and Chinese stock markets. Value of Alibaba stood at 161 times earnings, based on its projections for 2008. “The growth today reflected our IPO price wasn’t that expensive,” Alibaba chairman Jack Ma told a press conference in Hong Kong. “We are … leaving money on the table to share with others.”

“Others” like Yahoo, for example, which owns a sizable stake in Alibaba Group, the majority owner of Alibaba.com, and could do quite well for itself a a result. Tech Trader Daily’s Eric Savitz breaks it down: “Alibaba Group holds a 75% stake in Alibaba.com, which is worth $17.4 billion. Yahoo owns 39% of Alibaba Group, which puts the value of their share at $6.8 billion. The direct-owned 1.2% stake is worth about $278 million. That puts the total value of Yahoo’s interest in Alibaba.com at north of $7 billion. That’s about 16.7% of Yahoo’s current $42 billion valuation.”

Great news for Yahoo, eh? Now CEO Jerry Yang has something happy to think about while he sits in the Congressional hotseat today answering questions about the company’s role in helping Chinese officials put a journalist accused of leaking state secrets in prison for 10 years …

It had to run afoul of the language barrier sometime, right? It’s just a shame that when it did, Chinese journalist Shi Tao ended up in prison as a result.

Yahoo General Counsel Michael Callahan apologized yesterday to the House Foreign Relations Committee for failing to tell U.S. lawmakers that Yahoo knew more about China’s crackdown on online dissidents than he initially acknowledged in testimony last year. “Months after I testified before two House subcommittees on Yahoo’s approach to business in China, I realized Yahoo had additional information about a 2004 order issued by the Chinese government seeking information about a Yahoo China user,” Callahan said. “I neglected to directly alert the committee of this new information, and that oversight led to a misunderstanding that I deeply regret and have apologized to the committee for creating.”

That oversight, incidentally, meant that Callahan’s testimony of Feb. 16, 2006, was allowed to stand. And that went something like this:

The Shi Tao case raises profound and troubling questions about basic human rights. Nevertheless, it is important to lay out the facts. When Yahoo China in Beijing was required to provide information about the user, who we later learned was Shi Tao, we had no information about the nature of the investigation. Indeed, we were unaware of the particular facts surrounding the case until the news story emerged.

“Let me take this opportunity to correct inaccurate reports that Yahoo Hong Kong gave information to the Chinese government. This is absolutely untrue. Yahoo Hong Kong was not involved in any disclosure of information about Mr. Shi to the Chinese government. In this case, the Chinese government ordered Yahoo China to provide user information, and Yahoo China complied with Chinese law. To be clear–Yahoo China and Yahoo Hong Kong have always operated independently of one another. There was not then, nor is there today, any exchange of user information between Yahoo Hong Kong and Yahoo China.”

Quite an oversight.

So, assuming for the moment that this is an honest account of what happened, how did it happen? Yahoo blames the incident on a lousy translation of the Chinese government’s order, which didn’t mention that its request for user information involved an investigation into state secrets. Mea culpa, eh, Yahoo?