UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A


Amendment No. 2 to Form 10-K


(Mark One)


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


|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
| ̈ | 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 1-34554


DIRECTV


(Exact name of registrant as specified in its charter)


DELAWARE(State or other jurisdiction of incorporation or organization)26-4772533(I.R.S. Employer Identification No.)2260 East Imperial Highway, El Segundo, California(Address of Principal Executive Offices)90245(Zip Code)


Registrant’s telephone number, including area code: (310) 964-5000


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


Title of Each ClassName of Exchange on Which RegisteredCommon Stock, $0.01 par valueNASDAQ Global Select Market


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 x 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 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  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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  ̈


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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerxAccelerated filer ̈Non-accelerated filer ̈(Do not check if a 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





As of June 30, 2014, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $34,022,895,210.


As of June 1, 2015, the registrant had outstanding 504,292,062 shares of common stock.





---







Documents incorporated by reference are as follows:


DocumentPart and Item Number of Form 10-K into which IncorporatedAmendment No. 2 to Form 10-KExhibit 21Part IV, Item 15June 3, 2015




















---




EXPLANATORY NOTE


This Amendment No. 2 on Form 10-K/A is being filed for the purpose of correcting errors in the list of subsidiaries required to be included as Exhibit 21 by Item 15 of Part IV of the Annual Report on Form 10-K for the year ended December 31, 2014 of DIRECTV that was included with our Form 10-K filed with the Securities Exchange Commission on February 25, 2015.





Part IV, Item 15


A corrected version of Exhibit 21 is attached hereto and incorporated by reference herein.








---




SIGNATURES


Pursuant to the requirements 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.


DIRECTV(Registrant)Date:June 3, 2015By:/s/ Patrick T. DoylePatrick T. Doyle(Duly Authorized Officer and Executive Vice President and Chief Financial Officer)

















---




EXHIBIT INDEX


ExhibitNumberExhibit Name21Subsidiaries of Registrant as of December 31, 201431.1Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes‐Oxley Act of 200231.2Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes‐Oxley Act of 2002


A copy of any of the exhibits included in this Annual Report on Form 10-K/A, other than those as to which confidential treatment has been granted by the Securities and Exchange Commission, upon payment of a fee to cover the reasonable expenses of furnishing such exhibits, may be obtained by written request to us at the address set forth on the front cover, attention General Counsel.