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Microsoft Responds to Yahoo! Announcement

Reiterates Full and Fair Proposal for Microsoft-Yahoo! Combination

REDMOND, Wash., Feb. 11 -- Microsoft Corp. (NASDAQ:MSFT) today issued the following statement in response to the announcement by Yahoo! Inc. (NASDAQ:YHOO) that its Board of Directors has rejected Microsoft's previously announced proposal to acquire Yahoo!:

It is unfortunate that Yahoo! has not embraced our full and fair proposal
to combine our companies. Based on conversations with stakeholders of both
companies, we are confident that moving forward promptly to consummate a
transaction is in the best interests of all parties.

We are offering shareholders superior value and the opportunity to
participate in the upside of the combined company. The combination also
offers an increasingly exciting set of solutions for consumers, publishers
and advertisers while becoming better positioned to compete in the online
services market.

A Microsoft-Yahoo! combination will create a more effective company that
would provide greater value and service to our customers. Furthermore, the
combination will create a more competitive marketplace by establishing a
compelling number two competitor for Internet search and online

The Yahoo! response does not change our belief in the strategic and
financial merits of our proposal. As we have said previously, Microsoft
reserves the right to pursue all necessary steps to ensure that Yahoo!'s
shareholders are provided with the opportunity to realize the value
inherent in our proposal.

On February 1, 2008, Microsoft announced a proposal to acquire all the outstanding shares of Yahoo! common stock for per share consideration of $31 representing a total equity value of approximately $44.6 billion and a 62 percent premium above the closing price of Yahoo! common stock based on the closing prices of the stocks of both companies on Jan. 31, 2008, the last day of trading prior to Microsoft's announcement. Microsoft's proposal would allow the Yahoo! shareholders to elect to receive cash or a fixed number of shares of Microsoft common stock, with the total consideration payable to Yahoo! shareholders consisting of one-half cash and one-half Microsoft common stock.

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.

Source: Microsoft Corp.

CONTACT: Rapid Response Team of Waggener Edstrom Worldwide,
Joele Frank,
Eric +Brielmann,
or Jamie Moser,
all of Joele Frank,

Wilkinson Brimmer Katcher,
Financial analysts and investors only,
Colleen Healy, General Manager, Investor Relations,

Web site:

If you are interested in viewing additional information on Microsoft, please visit the Microsoft Web page at 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

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