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Form N-CEN ALTABA INC. For: Dec 31

February 2, 2021 4:08 PM EST


  X0303
  
    N-CEN
    
      LIVE
      
        
          0001011006
          XXXXXXXX
        
      
      
        false
        false
        false
      
      N-2
    
  
  
    
    
      Altaba Inc.
      811-23264
      0001011006
      549300ZJC0V1K2ZCKG85
      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.
        
      
      N
      N
      N
      N-2
      N
      
        
          Eric K Brandt
          N/A
          N
          
            
          
        
        
          Catherine J Friedman
          N/A
          N
          
            
          
        
        
          Richard L Kauffman
          N/A
          N
          
            
          
        
        
          Tor R Braham
          N/A
          N
          
            
          
        
        
          Thomas J McInerney
          N/A
          Y
          
            
          
        
      
      
        
          DeAnn Fairfield Work
          N/A
          140 East 45th St.
          15th Floor
          New York
          
          10017
          XXXXXX
          N
          
            
          
        
      
      N
      N
      N
      N
      
      N
      N
      N
      
        
          PricewaterhouseCoopers LLP
          00238
          5493002GVO7EO8RNNS37
          
        
      
      N
      N
      N
      N
      N
      
    
    
      
        Altaba Inc.
        549300ZJC0V1K2ZCKG85
        N
        N/A
        Y
        N
        N
        N
        N/A
        N/A
        N/A
        
          Rule 32a-4 (17 CFR 270.32a-4)
        
        N
        N
        N
        N
        
          
            Morgan Stanley Smith Barney LLC
            801-70103
            000149777
            7PDDXEMZ0ZV0CEDU4D16
            
            N
          
          
            BlackRock Advisors, LLC
            801-47710
            000106614
            5493001LN9MRM6A35J74
            
            N
          
        
        
          
            BlackRock Advisors, LLC
            801-47710
            000106614
            5493001LN9MRM6A35J74
            
            2020-02-14
          
        
        
          
            Computershare Trust Company, N.A
            85-05006
            2549001YYB62BVMSAO13
            
            N
            N
          
        
        N
        
          
            Clearwater Advisors, LLC
            254900O9Z7V59SDFBW75
            
            N
          
        
        N
        
          
            US Bank N.A
            6BYL5QZYBDK8S7L73M02
            
            N
            N
            Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
          
        
        N
        N
        
          
            U.S. Bancorp Fund Services LLC
            N1GZ7BBF3NP8GI976H15
            
            N
            N
          
        
        N
        
          
            J.P. Morgan Chase, Chase Securities Inc.
            8-35008-0
            000000079
            ZBUT11V806EZRVTWT807
            
            55528.760000000000
          
          
            GOLDMAN SACHS & CO. LLC
            8-12900-0
            000000361
            FOR8UP27PHTHYVLBNG30
            
            44471.240000000000
          
        
        100000.000000000000
        
          
            Barclays Capital Inc.
            8-41342-0
            000019714
            AC28XWWI3WIBK2824319
            
            2083023977.290000000000
          
          
            MORGAN STANLEY & CO. LLC
            8-15869
            000008209
            9R7GPTSO7KV3UQJZQ078
            
            21255648793.700000000000
          
          
            J.P. MORGAN SECURITIES LLC
            8-35008-0
            000000079
            ZBUT11V806EZRVTWT807
            
            1911650889.650000000000
          
          
            MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
            8-72210-0
            000007691
            8NAV47T0Y26Q87Y0QP81
            
            989024940.180000000000
          
          
            GOLDMAN SACHS & CO. LLC
            8-12900-0
            000000361
            FOR8UP27PHTHYVLBNG30
            
            1828288374.760000000000
          
          
            MIZUHO SECURITIES USA LLC
            8-37710
            000019647
            7TK5RJIZDFROZCA6XF66
            
            1614823304.120000000000
          
          
            CITIGROUP GLOBAL MARKETS INC.
            8-81770-0
            000007059
            MBNUM2BPBDO7JBLYG310
            
            3571855515.560000000000
          
          
            RBC CAPITAL MARKETS, LLC.
            8-45411
            000031194
            549300LCO2FLSSVFFR64
            
            1279885016.110000000000
          
          
            PERSHING LLC
            8-17574
            000007560
            ZI8Q1A8EI8LQFJNM0D94
            
            1403783675.190000000000
          
          
            MERRILL LYNCH PROFESSIONAL CLEARING CORP.
            8-33359
            000016139
            549300PMHS66E71I2D34
            
            2289076128.960000000000
          
        
        41205346050.740000000000
        N
        12389960.000000000000
        N
      
    
    
      
        
          Common stock
          Common Stock
          
            
          
        
      
      N
      N
      N
      N
      N
      N
      0.000000000000
      0.220000000000
      N/A
      15.500000000000
    
    
    
      true
      true
    
    
  



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, 2020, 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 company'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 company'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 company; (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 
company are being made only in accordance with authorizations of 
management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized 
acquisition, use or disposition of a company'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 company'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, 2020.

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 2, 2021

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 2 this 
Note 5, during the periods presented we have not: (i) recorded any 
accrual for loss contingencies associated with the legal proceedings 
described in such Note 5; (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 and paid related to the Security Incidents was $152 million. 

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 ("Karasik"); (6) Larocque v. Yahoo! 
Inc., et al., Court of Queen's Bench for Saskatchewan Case No. QBG 1242 
of 2017; ("Saskatchewan action") (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 v. 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. 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. On July 22, 2020 the Court granted final 
approval and entered judgment. Several class members who objected to the 
settlement have filed appeals, which are pending.
 
The Fund has also reached an agreement with plaintiffs in the Karasik 
action with the aim of resolving pending claims in the Canadian consumer 
class action cases. The agreement is subject to certain conditions, 
including Court approval and therefore may not result in a final 
settlement. Plaintiffs in the Karasik action filed a motion with the 
Ontario Superior Court of Justice, seeking to approve the settlement. 
Ms. Laroque (the named plaintiff in the Saskatchewan action) has 
objected to the proposed settlement. On January 8, 2021, the Court held 
a hearing on the Karasik plaintiffs' motion. The parties are awaiting 
a decision. 

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. 

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. 




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