Amended Annual Report (10-k/a)
June 04 2015 - 6:05AM
Edgar (US Regulatory)
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
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¨ | 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)
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DELAWARE (State or other jurisdiction of incorporation or organization) | 26-4772533 (I.R.S. Employer Identification No.) |
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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:
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Title of Each Class | Name of Exchange on Which Registered |
Common Stock, $0.01 par value | NASDAQ 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):
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Large accelerated filer x | Accelerated 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:
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Document | | Part and Item Number of Form 10-K into which Incorporated |
Amendment No. 2 to Form 10-K Exhibit 21 | | Part IV, Item 15 |
June 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.
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| | DIRECTV (Registrant) | | |
Date: | June 3, 2015 | | | |
| | By: | | /s/ Patrick T. Doyle |
| | | | Patrick T. Doyle (Duly Authorized Officer and Executive Vice President and Chief Financial Officer) |
EXHIBIT INDEX
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Exhibit Number | | Exhibit Name |
21 | | Subsidiaries of Registrant as of December 31, 2014 |
31.1 | | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
31.2 | | Certification 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.
DIRECTV
Exhibit 21
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Entity Name | State of Inc. /Formation/ Partnership |
DIRECTV | DE |
Palm Insurance Company, Inc. | HI |
DTV Entertainment, Inc. | DE |
Greenlady Corp. | DE |
DIRECTV Sports Networks, LLC | DE |
DIRECTV Sports Northwest Holdings, LLC | DE |
DIRECTV Sports Net Pittsburgh, LLC | DE |
DIRECTV Sports Net Rocky Mountain LLC | DE |
Houston Sports Holdings LLC | DE |
The DIRECTV Group, Inc. | DE |
DIRECTV UK Limited | UK |
DTVG Licensing, Inc. | CA |
DIRECTV Holdings LLC | DE |
DIRECTV Financing Co., Inc. | DE |
DIRECTV Enterprises, LLC | DE |
DIRECTV Investments, Inc. | DE |
Blue Investment Holdings, LLC | DE |
LDIG Gamenet, Inc. | DE |
DIRECTV, LLC | CA |
DIRECTV Customer Services, Inc. | DE |
DIRECTV Digital LLC | DE |
DIRECTV Home Services, LLC | DE |
DIRECTV Merchandising, Inc. | DE |
DIRECTV MDU LLC | DE |
LABC Productions, LLC | CA |
BKB Global, LLC | DE |
BKB Training Facility L.L.C. | NV |
Sobobo, LLC | IL |
Oligarch Productions, LLC | DE |
LifeShield, LLC | DE |
LifeShield Security LLC | DE |
DIRECTV International, Inc. | DE |
DIRECTV Latin America Holdings, Inc. | CA |
DIRECTV DTH Investments Limited | Cayman Islands |
DIRECTV Latin America, LLC | DE |
California Broadcast Center, LLC | DE |
DIRECTV Argentina, S.A. | Argentina |
DIRECTV Caribe Ltd. | Saint Lucia |
DIRECTV (Barbados) Ltd. | Barbados |
DIRECTV Curaçao N.V. | Curaçao |
DIRECTV Trinidad Limited | Trinidad/ Tobago |
DIRECTV Chile LLC | DE |
DIRECTV Chile Television Limitada | Chile |
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Entity Name | State of Inc. /Formation/ Partnership |
Incubatv Comercializadora y Distributidora Sociedad de Responsibilidad Ltda. | Chile |
DIRECTV Colombia, Ltda. | Colombia |
VBCA S.A.S. | Colombia |
DIRECTV Latin America Sports, LLC | DE |
DIRECTV Mexico Holdings, LLC | DE |
Grupo Galaxy Mexicana, S.R.L. de C.V. | Mexico |
DIRECTV de Paraguay SRL | Paraguay |
DIRECTV Peru S.r.L. | Peru |
DIRECTV Puerto Rico Ltd. | BVI |
DIRECTV de Uruguay Ltda. | Uruguay |
DS Technology, LLC | DE |
DTH Ecuador C. Ltda. | Ecuador |
DIRECTV Ecuador C. Ltda | Ecuador |
DTVLA Coöperatief U.A. | Netherlands |
DTVLA B.V. | Netherlands |
DTVLA Brazil Investment Holdings, LLC | DE |
DTVLA Holdings S.L. | Spain |
Galaxy Entertainment de Venezuela C.A. | Venezuela |
Galaxy Latin America Investments, LLC | DE |
Galaxy Latin America Venezuela, S.r.L. | Venezuela |
GLA Brasil Ltda. | Brazil |
Sky Brasil Servicios Ltda. | Brazil |
TV Capital Participacoes Ltda. | Brazil |
Sky Servicos de Banda Larga Ltda. | Brazil |
Bahiasat Comunicacoes Ltda. | Brazil |
MMDS Bahia Ltda. | Brazil |
Partel Participaçôes S.A. | Brazil |
ACOM Communicacões S.A. | Brazil |
ACOM TV S.A. | Brazil |
Teleserv S.A. | Brazil |
Rapix Tecnologia e Internet Ltda. | Brazil |
TV Filme Belem Ltd. | Brazil |
TV Filme Brasilia Ltd. | Brazil |
TV Filme Goiania Ltd. | Brazil |
TV Filme Sistema Ltd. | Brazil |
TV Show do Brasil S.A. | Brazil |
Latin America Sports, LLC | DE |
T2Green Golf, SRL | Argentina |
Servicios Galaxy Sat III R, C.A. | Venezuela |
SurFin LLC | DE |
Alpha Tel Holdings, Ltd. | Cayman Is. |
Alpha Tel S.A. | Argentina |
White Holding, B.V. | Netherlands |
Telecenter Panamericana Ltda. | Colombia |
White Holding Mexico S. de R.L. de C.V. | Mexico |
T2Green Equipos S.r.L. | Argentina |
DTH (Mexico) Investment Ltd. | Cayman Is. |
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Entity Name | State of Inc. /Formation/ Partnership |
DTVLA Mexico Investment Holdings, Inc. | DE |
DTH TechCo, Inc. | DE |
News America DTH TechCo. Inc. | DE |
MCOP Holdings, Inc. | DE |
Multi-Country DTH Holdings Ltd. | Cayman Island. |
Sky Argentina DTH Holdings LLC | DE |
Sky Argentina S.C.A. | Argentina |
Sky Sistemas Argentina SRL | Argentina |
Sky Argentina DTH Management LLC | DE |
Sky Entertainment Venezuela S.A. | Venezuela |
DTV Network Systems, Inc. | DE |
DTV Mauritius Holdings | Mauritius |
First DTV Mauritius Ltd. | Mauritius |
Goldman Agent Private Limited | India |
DTVG Europe Limited | UK |
DTVG UK Limited | UK |
DIRECTV Bolivia S.R.L. | Bolivia |
EXHIBIT 31.1
CERTIFICATION
I, Michael D. White, certify that:
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1. | I have reviewed this Annual Report on Form 10-K/A of DIRECTV; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: June 3, 2015
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| /s/ Michael D. White |
| Michael D. White Chairman, President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Patrick T. Doyle, certify that:
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1. | I have reviewed this Annual Report on Form 10-K/A of DIRECTV; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: June 3, 2015
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| /s/ Patrick T. Doyle |
| Patrick T. Doyle Executive Vice President and Chief Financial Officer |
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