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ALTABA INC. 10-K 2008
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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2007
OR
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                    to          
 
Commission File Number 0-28018
 
 
 
 
 
     
Delaware   77-0398689
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
701 First Avenue
Sunnyvale, California 94089
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code:
(408) 349-3300
 
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common stock, $.001 par value
  The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
Rights to Purchase Series A Junior Participating Preferred Stock
  The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
 
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
 
 
 
Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes þ     No o
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
     
Large accelerated filer þ
  Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
  Smaller reporting company o
 
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
As of June 29, 2007, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price for the Registrant’s common stock, as reported on the NASDAQ Global Select Market, was $32,724,039,883. Shares of common stock held by each officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
 
The number of shares of the Registrant’s common stock outstanding as of February 15, 2008 was 1,337,165,049.
 
 
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K:
 
None.
 


TABLE OF CONTENTS

EXPLANATORY NOTE
Signature
Index to Exhibits
EXHIBIT 23.2
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32
EXHIBIT 99.1


Table of Contents

 
 
This Amendment No. 2 to Form 10-K (this “Second Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 27, 2008 (the “Original 10-K”) as subsequently amended by Amendment No. 1 to Form 10-K filed on April 29, 2008 (the “First Amendment”), of Yahoo! Inc., a Delaware corporation (“Yahoo!”, the “Company” or “we”). We are filing this Second Amendment to amend Item 15 to include the separate financial statements of Yahoo Japan Corporation and Consolidated Subsidiaries (“Yahoo Japan”) for its fiscal year ended March 31, 2008 as required by Regulation S-X Rule 3-09 (the “Rule 3-09 financial statements”), which were not included in the Original 10-K because Yahoo Japan’s fiscal year ended after the date of the filing of the Original 10-K. The Rule 3-09 financial statements were prepared and provided to the Company by Yahoo Japan.
 
This Second Amendment should be read in conjunction with the Original 10-K, as amended by the First Amendment, and the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K on February 27, 2008. The Original 10-K has not been amended or updated to reflect events occurring after February 27, 2008, except as specifically set forth in the First Amendment and the Second Amendment.


Table of Contents

Item 15.   Exhibits and Financial Statement Schedules
 
(a) The following documents are filed as part of this report:
 
3.   Exhibits:
 
Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):
 
         
Exhibit
   
Number
 
Description
 
  23 .2   Consent of Deloitte Touche Tohmatsu, Independent Auditors of Yahoo Japan Corporation and Consolidated Subsidiaries.
  31 .1   Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  31 .2   Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  32     Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  99 .1   Audited Financial Statements of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2008 and for the year then ended.


Table of Contents

 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned hereunto duly authorized, on the 30th day of September 2008.
 
YAHOO! INC.
 
  By: 
/s/  Blake Jorgensen
Blake Jorgensen
Chief Financial Officer
(Principal Financial Officer)
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Amendment has been signed by the following persons, in the capacities indicated, as of September 30, 2008.
 
         
Signature
 
Title
 
     
/s/  JERRY YANG

Jerry Yang
  Chief Executive Officer and Director (Principal Executive Officer)
     
/s/  BLAKE JORGENSEN

Blake Jorgensen
  Chief Financial Officer (Principal Financial Officer)
     
/s/  MICHAEL MURRAY

Michael Murray
  Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
     
*

Roy Bostock
  Chairman of the Board
     
    

Frank J. Biondi, Jr.
  Director
     
*

Ronald Burkle
  Director
     
    

John H. Chapple
  Director
     
*

Eric Hippeau
  Director
     
    

Carl C. Icahn
  Director
     
*

Vyomesh Joshi
  Director
     
*

Arthur Kern
  Director


Table of Contents

         
Signature
 
Title
 
     
*

Mary Agnes Wilderotter
  Director
     
*

Gary Wilson
  Director
         
*By  
/s/  BLAKE JORGENSEN

Blake Jorgensen, Attorney In Fact
   


Table of Contents

 
Index to Exhibits
 
         
Exhibit
   
Number
 
Description
 
  23 .2   Consent of Deloitte Touche Tohmatsu, Independent Auditors of Yahoo Japan Corporation and Consolidated Subsidiaries.
  31 .1   Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  31 .2   Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  32     Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated September 30, 2008.
  99 .1   Audited Financial Statements of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2008 and for the year then ended.

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