UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form 10-K/A
(Amendment No. 2)

 

 

Commission File Number 0-28018

 

 

 

 

YAHOO! INC.

(Exact name of Registrant as specified in its charter)

 

 

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:

 

 

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):

 

 

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.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

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

 

None.

 

 

EXPLANATORY NOTE

 

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.

 

(a) The following documents are filed as part of this report:

 

 

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):

 

 

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.

 

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.

 

YAHOO! INC.

 

Index to Exhibits

 

EXHIBIT 23.2

 

CONSENT OF INDEPENDENT AUDITORS

 

We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-46458), the Registration Statements on Form S-8 (No. 333-149417, No. 333-149416, No. 333-147125, No. 333-147124, No. 333-145046, No. 333-145044, No. 333-140917, No. 333-138422, No. 333-132226, No. 333-127322, No. 333-126581, No. 333-120999, No. 333-118093, No. 333-118088, No. 333-118067, No. 333-112596, No. 333-109914, No. 333-104137, No. 333-39105, No. 333-46492, No. 333-54426, No. 333-56781, No. 333-60828, No. 333-66067, No. 333-76995, No. 333-79675, No. 333-80227, No. 333-81635, No. 333-83770, No. 333-89948, No. 333-93497), and the Registration Statement on Form S-4 (No. 333-62694) of our report dated September 29, 2008 relating to the consolidated financial statements of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2008 and for the year then ended (which report expresses an unqualified opinion and includes explanatory paragraphs relating to: 1) the differences between accounting principles generally accepted in Japan and accounting principles generally accepted in the United States of America; 2) approval of a proposal authorizing Yahoo Japan Corporation to acquire up to 2% of its issued common shares and its subsequent acquisition; and 3) translation of Japanese Yen amounts into U.S. dollars), appearing in this Amendment No. 2 to the Annual Report on Form 10-K of Yahoo! Inc. for the year ended December 31, 2007.

 

/s/ Deloitte Touche Tohmatsu

 

Tokyo, Japan

September 29, 2008

EXHIBIT 31.1

 

Certification 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

 

I, Jerry Yang, certify that:

 

 

Dated: September 30, 2008

 

Jerry Yang

Chief Executive Officer

EXHIBIT 31.2

 

Certification 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

 

I, Blake Jorgensen, certify that:

 

 

Dated: September 30, 2008

 

Blake Jorgensen

Chief Financial Officer

EXHIBIT 32

 

Certification 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

 

In connection with the Annual Report on Form 10-K/A of Yahoo! (the “Company”) for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jerry Yang, as Chief Executive Officer of the Company, and Blake Jorgensen, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

 

 

Name:     Jerry Yang

Title: Chief Executive Officer

Dated: September 30, 2008

 

Name:     Blake Jorgensen

Title: Chief Financial Officer

Dated: September 30, 2008

 

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

EXHIBIT 99.1

 

INDEPENDENT AUDITORS’ REPORT

 

To the Board of Directors and Stockholders of
Yahoo Japan Corporation
Tokyo, Japan:

 

 

We have audited the accompanying consolidated balance sheet of Yahoo Japan Corporation and Consolidated Subsidiaries (the “Company”) as of March 31, 2008, and the related consolidated statements of income, changes in equity, and cash flows for the year then ended (all expressed in Japanese Yen). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Yahoo Japan Corporation and Consolidated Subsidiaries as of March 31, 2008 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in Japan.

 

Accounting principles generally accepted in Japan differ in certain respects from accounting principles generally accepted in the United States of America. Information relating to the nature of such differences is presented in Note 15 to the consolidated financial statements.

 

As discussed in Note 13 to the consolidated financial statements, on May 23, 2008, the Board of Directors of the Company approved a proposal authorizing the Company to acquire up to 2% of its entire issued shares. The acquisition was made via market by a trust from June 2, 2008 to July 11, 2008, and the Company retired all of the treasury stock acquired.

 

Our audit also comprehended the translation of Japanese Yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1. The translation of the financial statement amounts into U.S. dollars has been made solely for the convenience of readers outside Japan.

 

/s/ Deloitte Touche Tohmatsu

 

Tokyo, Japan
September 29, 2008

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Balance Sheets

 

 

See notes to consolidated financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Balance Sheets — (Continued)

 

 

See notes to consolidated financial statements.

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Statements of Income

 

 

 

See notes to consolidated financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Statements of Changes in Equity

 

 

 

See notes to consolidated financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Statements of Cash Flows

 

 

See notes to consolidated financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Consolidated Statements of Cash Flows — (Continued)

 

 

See notes to consolidated financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Notes to Consolidated Financial Statements

Years Ended March 31, 2008, 2007 (unaudited), and 2006 (unaudited)

 

 

Yahoo Japan Corporation (the “Company”) was incorporated in Japan in 1996. The overwhelming leader in the Internet market in Japan, the Company classifies its services into three segments: (1) advertising, (2) business services and (3) personal services, as discussed in Note 14.

 

The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Law (formerly, the Japanese Securities and Exchange Law) and its related accounting regulations and in conformity with accounting principles generally accepted in Japan (“Japanese GAAP”), as described in Note 2, which are different in certain respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”) as to application and disclosure requirements. A discussion on the differences between Japanese GAAP and U.S. GAAP is presented under Note 15 of these consolidated financial statements.

 

In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made to the 2007 (unaudited) consolidated financial statements to conform to the classifications used in 2008.

 

The consolidated financial statements are stated in Japanese Yen, the currency of the country in which the Company is incorporated and operates. The translations of Japanese Yen amounts into U.S. dollar amounts are included solely for the convenience of readers and have been made at the rate of ¥100.19 to $1, the approximate rate of exchange at March 31, 2008. Such translations should not be construed as representations that the Japanese Yen amounts could be converted into U.S. dollars at that or any other rate.

 

 

a. Consolidation — The accompanying consolidated financial statements as of March 31, 2008 include the accounts of the Company and its 12 (13 in 2007 (unaudited)) significant subsidiaries. Under the control or influence concept, those companies in which the Company is able to directly or indirectly exercise control over operations are fully consolidated, and those companies over which the Company and consolidated subsidiaries (collectively, the “Group”) have the ability to exercise significant influence are accounted for by the equity method.

 

Investments in 20 (17 in 2007 (unaudited)) associated companies are accounted for by the equity method. Investments in the remaining eight (six in 2007 (unaudited)) unconsolidated subsidiaries are stated at cost. If the equity method of accounting had been applied to the investments in these companies, the effect on the accompanying consolidated financial statements would not have been material.

 

All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group is eliminated.

 

For consolidated subsidiaries or associated companies whose closing dates are different from that of the Company, certain adjustments necessary for consolidation have been made.

 

(Unaudited) — In February 2007, the Company acquired a majority shareholding in Interscope Inc. (“Interscope”). In July 2007, Interscope was merged into INFO PLANT CO, LTD. (“INFO PLANT”), a consolidated subsidiary of the Company. Immediately after the merger, INFO PLANT changed its name to Yahoo Japan Value Insight Corporation (“Value Insight”).

 

(Unaudited) — In August 2006 and in October 2006, the Company sold all of its common shares of BridalNet Inc. (“BridalNet”) and NETGENE Co., Ltd. (“NETGENE”). As a result, they were excluded from the scope of consolidation. The profit and loss items of BridalNet and NETGENE incurred up to the date of sale were included in the consolidation.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Notes to Consolidated Financial Statements — (Continued)

 

In September 2007, the Company acquired a majority shareholding in Overture K.K. and Brainer.jp. (“Brainer”). As a result, they became consolidated subsidiaries of the Company.

 

b. Cash Equivalents — Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits, all of which mature or become due within three months of the date of acquisition.

 

c. Inventories — Merchandise, work in process and supplies are principally stated at cost determined by the specific identification method, whereas the first-in first-out method is applied to finished goods.

 

d. Property and Equipment — Property and equipment are stated at cost. Depreciation is computed by using the declining-balance method.

 

e. Long-lived Assets — The Group reviews its long-lived assets for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.

 

As a result of reviewing the Group’s long-lived assets for impairment, the Group recognized no impairment loss for the years ended March 31, 2008 and 2007 (unaudited).

 

f. Marketable and Investment Securities — Marketable and investment securities are classified and accounted for, depending on management’s intent, as follows: (1) trading securities, which are held for the purpose of earning capital gains in the near term, are reported at fair value, and the related unrealized gains and losses are included in earnings; (2) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost; and (3) available-for-sale securities, which are not classified as either of the aforementioned securities, are reported at fair value, with unrealized gains and losses, net of applicable taxes, reported as a separate component of equity.

 

Non-marketable available-for-sale securities are stated at cost determined by the moving-average method. For other than temporary declines in fair value, investment securities are reduced to net realizable value and charged to income.

 

g. Investments in Unconsolidated Subsidiaries and Associated Companies — Investments in equity securities of unconsolidated subsidiaries and associated companies are stated at cost determined by the moving-average method.

 

h. Investments in Limited Partnerships and Others — Investments in limited partnerships and others consist primarily of the Company’s contributed capital in investment partnerships. The investments in these partnerships are accounted for by the equity method on the Company’s consolidated balance sheets and statements of income.

 

i. Goodwill — Goodwill represents the excess of the costs of acquiring a company over the fair value of acquired company’s net assets and is amortized on a straight-line basis over an estimated period of no more than five years, whereas immaterial goodwill is immediately charged to income as incurred.

 

Lump-sum amortization of goodwill in other expenses is recognized in accordance with the Article 32 in the statement No. 7, “Guideline for Consolidation Procedures” issued by the Accounting Standard Committee. The Company recognized ¥1,827 million as a lump-sum amortization of goodwill related to the goodwill of its subsidiary, Value Insight, for the year ended March 31, 2008.

 

j. Allowance for Doubtful Accounts — The allowance for doubtful accounts is stated in amounts considered to be appropriate based on the Group’s past credit loss experience and an evaluation of potential losses in the receivables outstanding.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Notes to Consolidated Financial Statements — (Continued)

 

k. Provision for Yahoo! Points — The Yahoo! Points system was established as a sales promotion whereby shopping points are awarded to the users of Yahoo! JAPAN redeemable against purchases made via Yahoo! Shopping. The Company provides for future exercise of these points based on the number of unredeemed points held by users as of the balance sheet date.

 

l. Employees’ Retirement Benefits — The Company and certain subsidiaries primarily participate in defined contribution pension plans, since the transfer of the previous defined benefit pension plans in July 2000, following the enactment of the Act for Defined Contribution Pension. In addition, the Company and its domestic consolidated subsidiaries participate in a multi-employer contributory defined benefit welfare pension plan (the “welfare pension plan”) covering substantially all of their employees.

 

Contributions made by the Company and its domestic consolidated subsidiaries to the welfare pension plan are expensed when paid because the plan assets attributable to each participant cannot be reasonably determined. The participation ratio of the Company and relevant subsidiaries was 3.1% based on the number of employees.

 

At March 31, 2008, the fair value of the welfare pension plan’s entire assets amounted to ¥146,083 million ($1,458,061 thousand), and the plan’s actuarial pension liability stood at ¥112,700 million ($1,124,866 thousand). The major components of the difference between the entire assets and liabilities were as follows:

 

 

Prior service cost is amortized over 20 years by using the straight-line method under the welfare pension plan.

 

The total contributions to the defined contribution pension plans and the welfare pension plan recognized as net periodic benefit cost for the years ended March 31, 2008, 2007 (unaudited) and 2006 (unaudited) were ¥627 million ($6,257 thousand), ¥544 million and ¥447 million, respectively.

 

m. Bonuses to Directors and Corporate Auditors — Bonuses to directors and corporate auditors are accrued at the end of the year to which such bonuses are attributable.

 

n. Stock Options — The Accounting Standards Board of Japan (the “ASBJ”) Statement No. 8, “Accounting Standard for Stock Options,” and related guidance are applicable to stock options granted on or after May 1, 2006. This standard requires companies to recognize compensation expense for employee stock options based on the fair value at the grant date and over the vesting period as consideration for receiving goods or services. The standard also requires companies to account for stock options granted to non-employees based on the fair value of either the stock option or the goods or services received. Included in the balance sheet as a separate component of equity, the stock option is presented as a stock acquisition right until exercised. The standard allows unlisted companies to measure options at their intrinsic value if fair value cannot be estimated reliably. The Company has applied this standard to stock options granted on or after May 1, 2006.

 

o. Presentation of Equity — On December 9, 2005, the ASBJ published a new accounting standard for presentation of equity. Under this accounting standard, certain items which were previously presented as liabilities or assets, as the case may be, are now presented as components of equity. Such items include stock acquisition rights, minority interests, and any deferred gain or loss on derivatives accounted for under hedge accounting. This standard is applied to fiscal years ending on or after May 1, 2006. The balances of such items as of March 31, 2006 (unaudited) were reclassified as separate components of equity as of April 1, 2006 in the consolidated statements of changes in equity.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Notes to Consolidated Financial Statements — (Continued)

 

p. Leases — Under the Japanese accounting standard for leases, finance leases that deem to transfer ownership of the leased property to the lessee are to be capitalized, whereas other finance leases are permitted to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the notes to the lessee’s financial statements. All other leases are accounted for as operating leases.

 

q. Income Taxes — The provision for income taxes is computed based on the pretax income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred taxes are determined by applying currently enacted tax laws to the temporary differences.

 

r. Foreign Currency Translations — All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese Yen at the exchange rates at the balance sheet date. Foreign exchange translation gains and losses are recognized in the consolidated statements of income to the extent that they are not hedged by forward exchange contracts.

 

s. Derivative Financial Instruments — The Company uses a variety of derivative financial instruments, including foreign currency forward contracts and foreign currency option contracts, as a means of hedging exposure to foreign exchange risks. The Company does not hold or issue derivatives for trading or speculative purposes.

 

Derivative financial instruments and foreign currency transactions are classified and accounted for as follows: (a) all derivatives are recognized as either assets or liabilities and measured at fair value, and gains or losses on derivative transactions are recognized in the consolidated statements of income, and; (b) if derivatives used for hedging purposes qualify for hedge accounting because of high correlation and effectiveness between the hedging instruments and the hedged items, gains or losses on such derivatives are deferred until maturity of the hedged transactions.

 

If foreign currency forward contracts and foreign currency option contracts qualify for hedge accounting and meet specific matching criteria, assets and liabilities denominated in foreign currencies are translated at the contract rates and no gains or losses on derivative transactions are recognized.

 

t. Per Share Information — Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period, retroactively adjusted for stock splits.

 

Diluted net income per share reflects the potential dilution that could occur if securities were exercised or converted into common stock. Diluted net income per share of common stock assumes full conversion of the outstanding convertible notes and bonds at the beginning of the year (or at the time of issuance) with an applicable adjustment for related interest expense, net of tax, and full exercise of outstanding warrants.

 

Cash dividends per share presented in the accompanying consolidated statements of income are dividends applicable to the respective years including dividends to be paid after the end of the year, retroactively adjusted for stock splits.

 

u. New Accounting Pronouncements

 

Lease Accounting — On March 30, 2007, the ASBJ issued ASBJ Statement No. 13, “Accounting Standard for Lease Transactions,” which revised the existing accounting standard for lease transactions issued on June 17, 1993. The revised accounting standard for lease transactions is effective for fiscal years beginning on or after April 1, 2008 with early adoption permitted for fiscal years beginning on or after April 1, 2007.

 

Under the existing accounting standard, finance leases that deem to transfer ownership of the leased property to the lessee are to be capitalized. However, other finance leases are permitted to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the notes to the lessee’s financial statements.

 

Yahoo Japan Corporation and Consolidated Subsidiaries

 

Notes to Consolidated Financial Statements — (Continued)

 

The revised accounting standard requires that all finance lease transactions be capitalized recognizing lease assets and lease obligations in the balance sheet.

 

 

Inventories at March 31, 2008 and 2007 (unaudited) consisted of the following:

 

 

 

Investment securities as of March 31, 2008 and 2007 (unaudited) consisted of the following:

 

 

The carrying amounts and aggregate fair value of investment securities at March 31, 2008 and 2007 (unaudited) were as follows: