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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 10‐K/A

(Amendment No. 1)

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|           |                     |                                       |                     |        |   |
|           |      |                                       |      | Page        |   |
|           |                     |                                       |                     |        |   |
|           |                     |                                       |                     |        |   |
|           |                     | Part IV                                    |                     |        |   |
| Item 15.  |                     | Exhibits and Financial Statement Schedules |                     | IV‐1 |   |

 

 

 

			 		

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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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