Altaba (AABA) 10-K/A 2007 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A
(Amendment No. 2)

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

YAHOO! INC.

(Exact name of Registrant as specified in its charter)

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 ofRegulation 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 thisForm 10-K or any amendment to thisForm 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” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerþ	Accelerated filero
Non-accelerated filero (Do not check if a smaller reporting company)	Smaller reporting companyo

Indicate by check mark whether the Registrant is a shell company (as defined byRule 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.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into the following parts of thisForm 10-K:

None.

TABLE OF CONTENTS

EXHIBIT 23.2

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32

EXHIBIT 99.1

EXPLANATORY NOTE

This Amendment No. 2 toForm 10-K (this “Second Amendment”) amends the Annual Report onForm 10-K for the fiscal year ended December 31, 2007, filed on February 27, 2008 (the “Original10-K”) as subsequently amended by Amendment No. 1 toForm 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 byRegulation S-XRule 3-09 (the“Rule 3-09 financial statements”), which were not included in the Original10-K because Yahoo Japan’s fiscal year ended after the date of the filing of the Original10-K. TheRule 3-09 financial statements were prepared and provided to the Company by Yahoo Japan.

This Second Amendment should be read in conjunction with the Original10-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 Original10-K on February 27, 2008. The Original10-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.

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 ofRegulation 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 ActRules 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 ActRules 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.

Signature

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

Signature		Title
* Mary Agnes Wilderotter		Director
* Gary Wilson		Director
*By	/s/  BLAKE JORGENSEN Blake Jorgensen, Attorney In Fact

YAHOO! INC.

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.