Form N-CEN ALTABA INC. For: Dec 31

February 24, 2020 5:18 PM EST

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      Altaba Inc.
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      140 E 45th St
      Suite 15A
      New York
      10017
      US-NY
      US
      6466792000
      
        
      
      
        
          U.S. Bancorp Fund Services LLC
          622 N Cass St.
          Milwaukee
          
          53202
          18336121912
          Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and deliveries of securities, all receipts and disbursements of cash and all other debits and credits.  General and auxiliary ledgers reflecting all assets, liability, reserve, capital, income and expense accounts.
        
      
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          140 East 45th St.
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          10017
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            BlackRock Advisors, LLC
            801-47710
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            5493001LN9MRM6A35J74
            
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            Computershare Trust Company, N.A
            85-05006
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            Clearwater Advisors, LLC
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            J.P. Morgan Chase, Chase Securities Inc.
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            GOLDMAN SACHS & CO. LLC
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            RBC CAPITAL MARKETS, LLC.
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            J.P. MORGAN SECURITIES LLC
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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Altaba Inc.

In planning and performing our audit of the consolidated financial statements 
of Altaba Inc. and its subsidiary ("the Fund") as of and for the year ended 
December 31, 2019, in accordance with the standards of the Public Company 
Accounting Oversight Board (United States) ("PCAOB"), we considered the 
Fund's internal control over financial reporting, including controls over 
safeguarding securities, as a basis for designing our auditing procedures 
for the purpose of expressing our opinion on the consolidated financial 
statements and to comply with the requirements of Form N-CEN, but not for 
the purpose of expressing an opinion on the effectiveness of the Fund's 
internal control over financial reporting. Accordingly, we do not 
express an opinion on the effectiveness of the Fund's internal control 
over financial reporting.

The management of the Fund is responsible for establishing and maintaining 
effective internal control over financial reporting. In fulfilling this 
responsibility, estimates and judgments by management are required to 
assess the expected benefits and related costs of controls. A fund's 
internal control over financial reporting is a process designed to 
provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of consolidated financial statements for 
external purposes in accordance with generally accepted accounting 
principles. A fund's internal control over financial reporting includes 
those policies and procedures that (1) pertain to the maintenance of 
records that, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of the assets of the fund; (2) provide 
reasonable assurance that transactions are recorded as necessary to 
permit preparation of consolidated financial statements in accordance 
with generally accepted accounting principles, and that receipts and 
expenditures of the fund are being made only in accordance with 
authorizations of management and directors of the fund; and (3) 
provide reasonable assurance regarding prevention or timely detection 
of unauthorized acquisition, use or disposition of a fund's assets that 
could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial 
reporting may not prevent or detect misstatements. Also, projections 
of any evaluation of effectiveness to future periods are subject to 
the risk that controls may become inadequate because of changes in 
conditions, or that the degree of compliance with the policies or 
procedures may deteriorate.

A deficiency in internal control over financial reporting exists when 
the design or operation of a control does not allow management or 
employees, in the normal course of performing their assigned functions, 
to prevent or detect misstatements on a timely basis. A material weakness 
is a deficiency, or a combination of deficiencies, in internal control 
over financial reporting, such that there is a reasonable possibility 
that a material misstatement of the fund's annual or interim consolidated 
financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting 
was for the limited purpose described in the first paragraph and would 
not necessarily disclose all deficiencies in internal control over 
financial reporting that might be material weaknesses under standards 
established by the PCAOB.  However, we noted no deficiencies in the Fund's 
internal control over financial reporting and its operation, including 
controls over safeguarding securities, that we consider to be material 
weaknesses as defined above as of December 31, 2019.

This report is intended solely for the information and use of the 
Board of Directors of Altaba Inc. and its subsidiary and the Securities 
and Exchange Commission and is not intended to be and should not be used 
by anyone other than these specified parties.


/s/ PricewaterhouseCoopers LLP
New York, New York
February 24, 2020

Legal Contingencies 
 
General 
 
The Fund has been regularly involved in claims, suits, government 
investigations, and proceedings arising from the ordinary course 
of the Fund's business, including actions with respect to intellectual 
property claims, privacy, consumer protection, information security, 
data protection or law enforcement matters, commercial claims, 
stockholder derivative actions,  purported class action lawsuits, and 
other matters. Except as otherwise specifically described in this Note 
7, during the periods presented we have not: (i) recorded any accrual 
for loss contingencies associated with the legal proceedings described 
in such Note 7; (ii) determined that an unfavorable outcome is probable; 
or (iii) determined that the amount or range of any possible loss is 
reasonably estimable. The ultimate outcome of legal proceedings involves 
judgments, estimates and inherent uncertainties, and cannot be predicted 
with certainty. Furthermore, in the case of the Security Incidents 
described herein, alleged damages have not been specified, and there are 
significant factual and legal issues to be resolved. The Fund will 
continue to evaluate information as it becomes known and will record an 
accrual for estimated losses at the time or times it is determined that 
a loss is both probable and reasonably estimable. 
 
In the event of a determination adverse to the Fund, its subsidiary, 
directors, or officers in these matters, the Fund may incur substantial 
monetary liability, and be required to change its business practices. 
Either of these events could have a material adverse effect on the Fund's 
financial position, results of operations, or cash flows. The Fund may 
also incur substantial legal fees, which are expensed as incurred, in 
defending against these claims. 
 
From time to time the Fund may enter into confidential discussions 
regarding the potential settlement of pending proceedings, claims or 
litigation. There are a variety of factors that influence our decisions 
to settle and the amount (if any) we may choose to pay, including the 
strength of our case, developments in the litigation, the behavior of 
other interested parties, the demand on management time and the possible 
distraction of our employees associated with the case and/or the 
possibility that we may be subject to an injunction or other equitable 
remedy. In light of the numerous factors that go into a settlement 
decision, it is difficult to predict whether any particular settlement 
is possible, the appropriate terms of a settlement or the opportune time 
to settle a matter. The settlement of any pending litigation or other 
proceedings could require us to make substantial settlement payments and 
result in us incurring substantial costs. 
 
Security Incidents Contingencies 
 
On September 22, 2016, the Fund disclosed that a copy of certain user 
account information for approximately 500 million  user accounts was 
stolen from the Fund's network in late 2014 (the "2014 Security 
Incident"). On December 14, 2016, the Fund disclosed that, based on 
its outside forensic expert's analysis of data files provided to the 
Fund in November 2016 by law enforcement, the Fund believes an 
unauthorized third party stole data associated with more than one 
billion user accounts in August 2013 (the "2013 Security Incident"). 
Verizon subsequently disclosed that the 2013 Security Incident involved 
over three billion user accounts. In November and December 2016, the 
Fund disclosed that based on an investigation by its outside forensic 
experts, it believes an unauthorized third party accessed the Fund's 
proprietary code to learn how to forge certain cookies. The outside 
forensic experts have identified approximately 32 million user accounts 
for which they believe forged cookies were used or taken in 2015 and 
2016 (the "Cookie Forging Activity"). The 2013 Security Incident, 
the 2014 Security Incident, and the Cookie Forging Activity are 
collectively referred to herein as the "Security Incidents". The total 
cumulative amount accrued related to the Security Incidents was $152 
million, of which $67 million is outstanding and included in other 
liabilities on the consolidated statement of assets and liabilities. 
 
Numerous putative consumer class action lawsuits were filed against 
the Fund in U.S. federal and state courts, and in foreign courts, 
relating to the Security Incidents, including the following: (1) In 
Re: Yahoo! Inc. Customer Data Security Breach Litigation, U.S. 
District Court for the Northern District of California Case No. 
5:16-md-02752-LHK ("federal consumer class action"); (2) Yahoo! Inc. 
Private Information Disclosure  Cases,  Superior  Court  of  
California,  County  of  Orange Case No. JCCP 4895 ("California 
consumer class action"); (3) Demers v. Yahoo! Inc., et al., 
Province of Quebec, District of Montreal Superior Court Case Nos. 
500-06-000841-177 and 500-06-000842-175; (4) Gill v. Yahoo! Canada 
Co., et al., Supreme Court of British Columbia, Vancouver Registry Case 
No. S-168873; (5) Karasik v. Yahoo! Inc., et al., Ontario Superior Court 
of Justice Case No. CV-16-566248-00CP; (6) Larocque v. Yahoo! Inc., et 
al., Court of Queen's Bench for Saskatchewan Case No. QBG 1242 of 2017; 
(7) Sidhu v. Yahoo Canada Co., et al., Court of Queen's Bench for 
Alberta Case No. 1603-22837; (8) Lahav v. Yahoo! Inc., Tel Aviv-Jaffa 
District Court Case No. 61020-09-16 ("Lahav"); and (9) Reinzilber Yahoo! 
Inc., Tel Aviv-Jaffa District Court Case No. 7406-08-17 ("Reinzilber"). 
Plaintiffs, who purport to represent various classes of users, generally 
claim to have been harmed by the Fund's alleged actions and/or omissions 
in connection with the Security Incidents and assert a variety of common 
law and statutory claims seeking monetary damages or other related relief. 
In October 2018, the Fund announced that it had reached an agreement with 
plaintiffs' counsel to resolve all pending claims in the federal and 
California consumer class actions. The agreement is subject to certain 
conditions, including Court approval and therefore may not result in a 
final settlement. On December 3, 2018, the Tel Aviv-Jaffa District Court 
granted plaintiffs' counsel petition to dismiss the Lahav and Reinzilber 
actions, in view of the proposed settlement of the federal consumer 
class action. On January 28, 2019, the Court in the federal consumer 
class action denied the plaintiff's motion for preliminary approval 
of the proposed settlement. On April 8, 2019, the parties filed a revised 
settlement agreement and renewed motion for preliminary approval. On July 
20, 2019, the Court granted preliminary approval. The Court has scheduled 
an April 9, 2020 hearing to decide whether to grant final approval to 
the proposed class action settlement. 
 
Additional lawsuits and claims related to the Security Incidents may be 
asserted by or on behalf of users, partners, or others seeking damages 
or other related relief. 
 
In addition, the Fund is cooperating with federal, state, and foreign 
governmental officials and agencies seeking information and/or documents 
about the Security Incidents and related matters, including the U.S. 
Federal Trade Commission, the U.S. Securities and Exchange Commission, 
a number of State Attorneys General and the U.S. Attorney's office for 
the Southern District of New York. 
 
Following the consummation of the Sale Transaction, pursuant to the 
transaction agreement with Verizon, the Fund continues to be responsible 
for 50 percent of certain post-closing cash liabilities under consumer 
class action cases related to the Security Incidents. 
 
In July 2018, the parties to state and federal shareholder derivative 
litigation reached an agreement in principle to resolve the state and 
federal shareholder derivative cases, subject to Court approval. On 
January 9, 2019, the Court granted final approval to the settlement. 
The Fund received money from insurance companies, which is included 
in other income on the consolidated statement of operations. The 
shareholder derivative litigation is now resolved. 
 




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