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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K/A

(Amendment No. 1)

   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

   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 001-33982

LIBERTY INTERACTIVE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

State of Delaware

(State or other jurisdiction of

incorporation or organization)

84-1288730

(I.R.S. Employer

Identification No.)

 

 

12300 Liberty Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip Code)

 

Registrant's telephone number, including area code: (720) 875-5300

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Name of exchange on which registered

 

 

Series A Liberty Interactive Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC

Series B Liberty Interactive Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC

Series A Liberty Ventures Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC

Series B Liberty Ventures Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC

 

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    No 

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    No 

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    No 

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     No 

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. 

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 

Accelerated filer 

Non-accelerated filer 

(do not check if

smaller reporting company)

Smaller reporting company 

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 

The aggregate market value of the voting stock held by nonaffiliates of Liberty Interactive Corporation computed by reference to the last sales price of Liberty Interactive Corporation common stock, as of the closing of trading on the last trading day prior to June 30, 2014, was approximately $16.5 billion.

The number of outstanding shares of Liberty Interactive Corporation's common stock as of January 31, 2015 was:

 

 

 

 

 

 

 

 

 

 

Series A

 

Series B

 

Liberty Interactive common stock

 

445,514,269

 

28,877,554

 

Liberty Ventures common stock

 

134,527,932

 

6,991,142

 

 

 

 

 


 

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EXPLANATORY NOTE

 

The Registrant is filing this Amendment No. 1 on Form 10-K/A (this Form 10-K/A ) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the Form 10-K ) to make conforming changes to Part IV to comply with applicable SEC rules and regulations. The report was not signed by the Registrant’s principal financial and accounting officer in his capacity 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 the Registrant’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.

 

We refer to Liberty Interactive Corporation as “Liberty,” “the Company,” “us,” “we” and “our” in this report.

 

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LIBERTY INTERACTIVE CORPORATION

2014 ANNUAL REPORT ON FORM 10K/A

(Amendment No. 1)

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Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part IV

 

 

 

Item 15. 

 

Exhibits and Financial Statement Schedules

 

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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 the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, as amended.

 

31.3Rule 13a-14(a)/15d - 14(a) Certification.*

 

31.4Rule 13a-14(a)/15d - 14(a) Certification.*

 

 

*  Filed herewith.

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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.

 

LIBERTY INTERACTIVE CORPORATION

 

 

 

 

 

Date: May 22, 2015

By /s/Gregory B. Maffei

 

Gregory B. Maffei

 

Chief Executive Officer and President

 

 

Date: May 22, 2015

By /s/Christopher W. Shean

 

Christopher W. Shean

Senior 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.

 

 

 

 

 

    

 

Signature

Title

Date

 

 

 

/s/John C. Malone

Chairman of the Board and Director

May 22, 2015

John C. Malone

 

 

 

 

 

/s/Gregory B. Maffei

Director, Chief Executive Officer

May 22, 2015

Gregory B. Maffei

and President

 

 

 

 

/s/Christopher W. Shean

Senior Vice President and Chief Financial Officer

May 22, 2015

Christopher W. Shean

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

/s/Michael A. George

Director

May 22, 2015

Michael A. George

 

 

 

 

 

/s/M. Ian G. Gilchrist

Director

May 22, 2015

M. Ian G. Gilchrist

 

 

 

 

 

/s/Evan D. Malone

Director

May 22, 2015

Evan D. Malone

 

 

 

 

 

/s/David E. Rapley

Director

May 22, 2015

David E. Rapley

 

 

 

 

 

/s/M. LaVoy Robison

Director

May 22, 2015

M. LaVoy Robison

 

 

 

 

 

/s/Larry E. Romrell

Director

May 22, 2015

Larry E. Romrell

 

 

 

 

 

/s/Andrea L. Wong

Director

May 22, 2015

Andrea L. Wong 

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EXHIBIT INDEX

 

 

31.3Rule 13a-14(a)/15d - 14(a) Certification.*

 

31.4Rule 13a-14(a)/15d - 14(a) Certification.*

 

 

*  Filed herewith.

 

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