UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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 000-55409
QVC, Inc.
(Exact name of Registrant as specified in its charter)
|
| |
State of Delaware (State or other jurisdiction of incorporation or organization) | 23-2414041 (I.R.S. Employer Identification Number) |
| |
1200 Wilson Drive West Chester, Pennsylvania (Address of principal executive offices) | 19380 (Zip Code) |
Registrant's telephone number, including area code: (484) 701-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
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 x
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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. x
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. |
| | | |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x (do not check if smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
None of the voting stock of the registrant is held by a non-affiliate of the registrant. There is no publicly traded market for any class of voting stock of the registrant. There is one holder of record of our equity, Liberty Interactive Corporation.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)A AND (B) OF FORM 10-K AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY GENERAL INSTRUCTION I(2)
QVC, Inc.
2014 ANNUAL REPORT ON FORM 10‑K/A
(Amendment No. 1)
Table of Contents
|
| | |
| | Page |
| | 1 |
| | |
| PART IV | |
Item 15. | | IV-1 |
| | |
| | IV-2 |
| | |
| | IV-3 |
EXPLANATORY NOTE
QVC, Inc. (the "Company," "we," "our" or "QVC") is filing this Amendment No. 1 on Form 10-K/A (the "Form 10-K/A") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "Form 10-K" or "10-K"), which was filed with the Securities and Exchange Commission (the "SEC") on February 27, 2015. The purpose of this Form 10-K/A is to make conforming changes to Part IV to comply with applicable SEC rules and regulations. The report was not signed by our principal executive officer or our principal financial and accounting officer in their capacities as such in the second signature block in Part IV of the 10-K. This Form 10-K/A should be read in conjunction with the Form 10-K and QVC's other filings made with the SEC subsequent to the filing of the Form 10-K on February 27, 2015.
Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the Form 10-K, including any of the financial information disclosed in Part II of the Form 10-K, and does not purport to reflect any information or events subsequent to the filing thereof.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(3) Exhibits
The exhibits listed in the Exhibit Index at the end of this report are filed as Exhibits to this Amendment No. 1 on Form 10-K/A and are meant to supplement the Exhibits listed and/or filed in our Annual Report on Form 10-K for the year ended December 31, 2014, as amended.
31.3 Rule 13a-14(a)/15d-14(a) Certification.*
31.4 Rule 13a-14(a)/15d-14(a) Certification.*
*Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QVC, Inc. |
| |
Date: January 15, 2016 | By:/s/ MICHAEL A. GEORGE |
| Michael A. George |
| President and Chief Executive Officer (Principal Executive Officer) |
| |
Date: January 15, 2016 | By:/s/ THADDEUS J. JASTRZEBSKI |
| Thaddeus J. Jastrzebski |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. |
| |
Date: January 15, 2016 | By:/s/ CHRISTOPER W. SHEAN |
| Christopher W. Shean |
| Chief Financial Officer of Liberty Interactive, LLC, as the sole member of Liberty QVC Holdings, LLC, as Stockholder-Director of QVC, Inc. |
| |
Date: January 15, 2016 | By:/s/ MICHAEL A. GEORGE |
| Michael A. George |
| President and Chief Executive Officer (Principal Executive Officer) |
| |
Date: January 15, 2016 | By:/s/ THADDEUS J. JASTRZEBSKI |
| Thaddeus J. Jastrzebski |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT INDEX
|
| |
31.3 | Rule 13a-14(a)/15d-14(a) Certification.* |
31.4 | Rule 13a-14(a)/15d-14(a) Certification.* |
* Filed herewith.
