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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
Commission File No. 001-34061
HSN, INC.
(Exact name of registrant as specified in its charter)
Delaware
26
-
2590893
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1 HSN Drive, St. Petersburg, Fl
orida
33729
(Address of principal executive offices)
(Zip Code)
(727) 872
-
1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, par value $0.01 The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
Series A Junior Participating
The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
Preferred Stock Purchase Rights
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 1 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the 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 as defined in Rule 12b-2 of the Exchange Act.
Large accelerated file Accelerated filer
Non-accelerated filer 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, 2008, the last business day of the registrant’s most recently completed second fiscal quarter,
there was no established public market for the registrant's common stock.
As of March 6, 2009, the registrant had 56,342,620 shares of common stock, $0.01 par value per share,
outstanding.

Table of contents

  • Page 1
    ...1 HSN Drive, St. Petersburg, Florida (Address of principal executive offices) 33729 (Zip Code) (727) 872-1000 (Registrant's telephone number, including area code) Title of each class Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which registered The Nasdaq Stock...

  • Page 2
    DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the 2009 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K. 12779544.2 2

  • Page 3
    ... CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ...73 CONTROLS AND PROCEDURES ...73 OTHER INFORMATION ...74 PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ...75 EXECUTIVE COMPENSATION ...75 SECURITY...

  • Page 4
    ... related websites, including Frontgate, Ballard Designs, Garnet Hill, Smith+Noble, The Territory Ahead, TravelSmith and Improvements, as well as a limited number of retail stores. HSNi was incorporated in Delaware in May 2008. Our principal offices are located at 1 HSN Drive, St. Petersburg, Florida...

  • Page 5
    ... offer home and outdoor furnishings and casual and leisure apparel with the majority produced exclusively for Cornerstone. HSN Overview HSN includes the HSN television network and its related website, HSN.com. The HSN television network broadcasts live, customer interactive television home shopping...

  • Page 6
    ... accounted for approximately 30% of HSNi's annual revenue in 2008. In exchange for this carriage and related promotional and other efforts, HSN generally pays these pay television operators a fee consisting of a per subscriber fee plus commissions based on a percentage of the net merchandise sales...

  • Page 7
    ..., live streaming video of the HSN television network, customer-generated product reviews and additional information about HSN show hosts and guest personalities. Cornerstone Cornerstone consists of a number of branded catalogs and related websites, the primary of which are Frontgate, Ballard Designs...

  • Page 8
    ... by brand, business or product. Merchandise may be purchased online or ordered using toll free phone numbers through live sales and service agents. HSN also offers the convenience of an automated attendant system and, in limited markets, remote control ordering capabilities through pay television...

  • Page 9
    ... to ensure the reliable and timely delivery of products to its customers and processing of returns. Customers can also generally track the status of their orders through HSN.com and the various websites operated by Cornerstone, confirm information regarding shipping and, in some cases, confirm...

  • Page 10
    ...of brand names and limit our ability to control marketing on or through the internet using our various domain names or otherwise, which could adversely affect our business, financial condition and results of operations. Some of our businesses have been granted patents and/or have patent applications...

  • Page 11
    ... make available free of charge, on or through the website, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the SEC. Our Code of Business Conduct and Ethics, which applies to all employees...

  • Page 12
    ...% of HSNi's annual revenue in 2008. The cessation of carriage of the HSN television network by a major pay television operator or a significant number of smaller pay television operators for a prolonged period of time could adversely affect our business, financial condition and results of operations...

  • Page 13
    ... in a digital format. Our future success will also depend, in part, on the ability of HSN to anticipate and adapt to technological changes and to offer elements of the HSN television network via new technologies in a cost-effective manner that meet customer demands and evolving industry standards...

  • Page 14
    ... cost-effective manner to these changes it could result in lost sales. Failure to effectively manage our Flexpay program could result in unplanned losses. HSN offers Flexpay, pursuant to which customers may pay for certain merchandise in two to six interestfree, monthly credit or debit card payments...

  • Page 15
    The continued or permanent inability to broadcast the HSN television network would result in lost sales and could result in lost customers. Our success is dependent upon the continued ability of HSN to transmit the HSN television network to broadcast and pay television operators from its satellite ...

  • Page 16
    ..., the importation, sale and promotion of merchandise and the operation of retail stores and warehouse facilities, as well as laws and regulations applicable to the internet and businesses engaged in online commerce, such as those regulating the sending of unsolicited, commercial electronic mail. Our...

  • Page 17
    ... contractual rights could result in erosion of brand names and limit our ability to control marketing on or through the internet using our various domain names or otherwise, which could adversely affect our business, financial condition and results of operations. Risks Related to Our Spin-Off from...

  • Page 18
    ... the holder, other than the "acquiring person," to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an "acquiring person" on terms not approved by our Board of...

  • Page 19
    ...applicable. ITEM 2. PROPERTIES HSNi owns its corporate headquarters in St. Petersburg, Florida, which consist of approximately 600,000 square feet of office space and include executive offices, television studios, showrooms, broadcast facilities and administrative offices for HSN, as well as an HSN...

  • Page 20
    ...August 12, 2008, our common stock was not publicly traded. The table below sets forth the high and low per share sales prices of HSNi's common stock on the Nasdaq Global Select Market beginning August 12, 2008 and through December 31, 2008. Sales Price Fiscal 2008 4th Quarter 3rd Quarter (beginning...

  • Page 21
    ... Russell 2000 Index from August 12, 2008, the first day of trading of the Company's common stock after the spin-off through December 31, 2008, the last day of our fiscal year. COMPARISON CUMULATIVE TOTAL RETURN AMONG HSN, INC., RUSSELL 2000 INDEX AND S&P RETAILING INDEX 150 125 DOLLARS 100 75 50...

  • Page 22
    ... not necessarily reflect what the historical financial position and results of operations of HSNi would have been had HSNi been a stand-alone company during the periods presented. For information about the shares used in computing earnings per share, see Note 10 of Notes to Consolidated Financial...

  • Page 23
    ... print catalogs which includes Frontgate, Garnet Hill, Ballard Designs, Improvements, Smith & Noble, The Territory Ahead and TravelSmith and (iii) websites, which consist primarily of HSN.com and branded websites operated by Cornerstone. HSNi's television home shopping business and related internet...

  • Page 24
    ... within the Cornerstone business portfolio include Frontgate, Ballard Designs, Garnet Hill, Smith+Noble, The Territory Ahead, TravelSmith and Improvements. Products and Customers HSNi sells a wide array of merchandise across its various channels of distribution. HSN merchandise categories primarily...

  • Page 25
    ... to the home & other category, particularly electronics, housewares, health and fitness. These merchandise categories generally carry a higher average price point than fashion and beauty merchandise offerings. HSN manages its product mix to provide a balance between satisfying existing customer 22

  • Page 26
    ... return rates. The increase in average price point in 2007 was primarily due to a shift in product mix to the home & other category, particularly electronics and housewares, from the health & beauty category. Divisional product mix at HSN is provided in the table below: Jewelry Fashion (apparel...

  • Page 27
    ... stock-based compensation) for personnel engaged in customer service, sales and merchandising functions and on-air distribution costs. Advertising and promotional expenditures primarily include catalog production and distribution costs and online marketing, including fees paid to search engines...

  • Page 28
    ...expenses from our former parent company. HSN increased its bad debt provision in anticipation of losses associated with its Flexpay extended payment program. Flexpay, which is offered exclusively through HSN, allows customers to pay for merchandise in interest free monthly payments over a two to six...

  • Page 29
    ... other employee-related costs (including stock-based compensation) for personnel engaged in production and programming at HSN. Expenses associated with on-air distribution of HSN, including expenses relating to pay television operators, are included in selling and marketing expense. Production and...

  • Page 30
    ...product mix shift to lower gross margin products, primarily electronics and housewares, promotional activity and shipping and handling costs. Adjusted EBITDA at Cornerstone decreased 102% to ($1.4) million, primarily as a result of a decrease in sales and gross margins in a highly promotional retail...

  • Page 31
    ... on Cornerstone's performance and the related reduction in market valuations for retailers. In the fourth quarter of 2008, due to the deepening of the recession, the continuation of the weak conditions in the retail consumer market and a significant decline in our stock price, we recognized...

  • Page 32
    ...of $0.5 million. The operating cash flow results in 2008 are due to a decrease in accounts receivable as a result of a concerted effort to minimize Flexpay utilization during the year at HSN, offset by other changes in working capital. Net cash used in investing activities attributable to continuing...

  • Page 33
    ... credit ("LOCs") primarily consist of trade LOCs, which are used for inventory purchases. Trade LOCs are guarantees of payment based upon the delivery of goods. The surety bonds primarily consist of custom bonds, which relate to the import of merchandise into the United States. At December 31, 2008...

  • Page 34
    ... advertising that HSNi would otherwise undertake as a result of its ordinary cost/benefit marketing planning process. Accordingly, HSNi's aggregate level of advertising, and the increased concentration of that advertising on NBC Universal network and cable channels, does not reflect what HSNi's 31

  • Page 35
    ...the time of an acquisition, the intangible assets of the acquired company, such as distribution agreements, customer relationships and merchandise agreements, are valued and amortized over their estimated lives. HSNi believes that since intangibles represent costs incurred by the acquired company to...

  • Page 36
    ... been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. The fair value of the reporting unit is determined by using a combination of a discounted cash flow analysis and an equity analysis based on the trading value of its common stock...

  • Page 37
    ... from estimates due to changes in customer tastes or viewing habits, or judgmental decisions made by merchandising personnel when ordering new products. Stock-Based Compensation We measure compensation cost for stock awards at fair value and recognize compensation over the service period for awards...

  • Page 38
    ... ABOUT MARKET RISK Interest Rate Risk At December 31, 2008, approximately 41.6% of our $408.5 million of outstanding long-term debt bore interest at variable rates, generally tied to a reference rate such as the LIBOR rate or the prime rate of interest of certain banks. Changes in interest rates on...

  • Page 39
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Certified Public Accounting Firm Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006 Consolidated Balance Sheets at December 31...

  • Page 40
    ...three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index as Schedule II. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion...

  • Page 41
    HSN, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Years Ended December 31, Net sales Cost of sales Gross profit Operating expenses: Selling and marketing General and administrative Production and programming Amortization of non-cash marketing ...

  • Page 42
    ... Total current liabilities Long-term debt, less current liabilities Deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies (Note 14) SHAREHOLDERS' EQUITY: Preferred stock $0.01 par value; 25,000,000 authorized shares; no issued shares Common stock $0.01 par...

  • Page 43
    ... as a result of the spin-off, net of extinguishment of IAC receivables Issuance of common stock at spin-off Board of Directors deferred compensation Issuance of common stock upon exercise of stock options, including related tax benefit of $0 Balance as of December 31, 2008 - Common Stock Shares 56...

  • Page 44
    ... to continuing operations: Proceeds from issuance of long-term debt, net of issuance costs Borrowings under revolving credit facility Repayment under revolving credit facility Distribution to IAC in connection with the spin-off Excess tax benefits from stock-based awards Other, net Net cash provided...

  • Page 45
    ... print catalogs which includes Frontgate, Garnet Hill, Ballard Designs, Improvements, Smith & Noble, The Territory Ahead and TravelSmith and (iii) websites, which consist primarily of HSN.com and branded websites operated by Cornerstone. HSNi's television home shopping business and related internet...

  • Page 46
    ... for doubtful accounts. HSN provides extended payment terms to its customers known as Flexpay. Flexpay is offered on certain products sold by HSN. Revenue is recorded when delivery to the customer has occurred, at which time HSN collects the first payment, sales tax and all shipping and handling...

  • Page 47
    ...SFAS No. 142"), goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, primarily trade names and trademarks, are tested annually for impairment as of...

  • Page 48
    ... partnership interests in VUE. HSNi used the non-cash advertising for television advertising on various NBC Universal network and cable channels without any cash cost. Income Taxes HSNi accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for...

  • Page 49
    ... term of the outstanding stock awards. In accordance with SFAS No. 123R, tax benefits resulting from tax deductions in excess of the stock-based compensation expense recognized in the consolidated statement of operations are reported as a component of financing cash flows. HSNi issues new shares...

  • Page 50
    ... dependence on third-party technology providers, exposure to risks associated with online commerce security, consumer credit risk and credit card fraud. HSNi also depends on third-party service providers for processing certain fulfillment services. Recent Accounting Pronouncements In December 2007...

  • Page 51
    ... been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. The fair value of the reporting unit is determined by using a combination of a discounted cash flow analysis and an equity analysis based on the trading value of its common stock...

  • Page 52
    ... of the 10 day average market value of HSNi's stock plus an estimated control premium based upon observable transactions of comparable companies. As a result of the analyses, the goodwill impairment charges recorded in the fourth quarter of 2008 at the HSN and Cornerstone reporting units were...

  • Page 53
    ... Customer lists Merchandise agreements Technology Other Total $ 159,268 36,773 33,257 28,007 7,409 $ 264,714 Accumulated Amortization $ (159,268) (22,468) (33,257) (27,665) (5,242) (247,900) $ Net 14,305 342 2,167 $ 16,814 $ Amortization of intangible assets with definite lives is computed...

  • Page 54
    ... maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered or the target market. HSNi has two operating segments, HSN and Cornerstone. Entities included...

  • Page 55
    ...-related accounting and one-time items. The following tables reconcile Adjusted EBITDA to operating (loss) income for HSNi's operating segments (in thousands): Year Ended December 31, 2008 HSN Cornerstone Total Operating loss Non-cash compensation expense Amortization of non-cash marketing...

  • Page 56
    ...12,570 35,985 $ $ $ HSNi does not report revenue from external customers for each product or each group of similar products as it is impracticable to do so. HSNi maintains operations principally in the United States with no long-lived assets and insignificant net sales in all other countries. NOTE...

  • Page 57
    ... earnings per share was computed using the number of shares of common stock outstanding immediately following the spin-off, as if such shares were outstanding for the entire period prior to the spin-off, plus the weighted average number of such shares outstanding following the spin-off date through...

  • Page 58
    ... number of shares outstanding: Basic Dilutive effect of non-cash compensation awards Diluted Net (loss) income per share ...share - diluted: Continuing operations Discontinued operations Net (loss) income Unexercised employee stock options and stock appreciation rights and unvested restricted stock...

  • Page 59
    HSN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11-LONG-TERM DEBT December 31, 2008 Secured credit agreement expiring July 25, 2013: Term loan Revolving credit facility 11.25% Senior Notes due August 1, 2016; interest payable each February 1 and August 1 commencing February 1, 2009 ...

  • Page 60
    ... 10,189 9 12,160 (4,434) $ 7,726 $ 2008 Cost of sales Selling and marketing General and administrative Production and programming Non-cash stock-based compensation expense before income taxes Income tax benefit Non-cash stock-based compensation expense after income taxes $ 1,412 1,968 16,774 132 20...

  • Page 61
    ...number of shares subject to each award and the stock option exercise prices were based on the relative market capitalization of IAC and each of the Spincos following the spin-off. The conversion was accounted for as a modification under the provisions of SFAS No. 123R and resulted in additional fair...

  • Page 62
    ...summary of the status of the nonvested RSUs, including the Adjusted Awards and awards granted under the Plan, as of December 31, 2008 and changes during the year ended December 31, 2008 is as follows: RSUs Weighted Average Grant Date Fair Value $ 22.24 5.53 23.89 17.10 Number of shares Nonvested at...

  • Page 63
    ... the table above represents the pre-tax difference between the closing price of HSNi's common stock on December 31, 2008 of $7.27 and the exercise price for all "in the money" awards at December 31, 2008. This amount changes based on the fair market value of HSNi's common stock. The intrinsic value...

  • Page 64
    ...'s option. As of December 31, 2008, these awards were significantly out of the money and are not expected to result in any value. NOTE 13-INCOME TAXES Prior to the spin-off, HSNi's results were included in IAC's consolidated federal and applicable state tax returns. In all periods presented, current...

  • Page 65
    ... than not that certain deferred tax benefits of tax positions taken while HSNi was included in the IAC consolidated tax returns will not be realized. A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings from continuing...

  • Page 66
    ... Revenue Service ("IRS") is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2003, which includes the operations of HSNi. The statute of limitations for these years has been extended to December 31, 2009. Various IAC consolidated tax returns filed...

  • Page 67
    ..., computers, warehouse and office space, equipment and services used in connection with its operations under various operating leases, many of which contain escalation clauses. Future minimum payments under operating lease agreements are as follows (in thousands): Years Ending December 31, 2009 2010...

  • Page 68
    ...IAC's accounting, treasury, legal, tax, corporate support, human resources and internal audit functions. These expenses were allocated based on the ratio of HSNi's revenue as a percentage of IAC's total revenue. Allocated costs were $3.3 million and $8.1 million for the years ended December 31, 2008...

  • Page 69
    ...of each company's current and former employees (and their dependents and beneficiaries), as well as the provision of health and welfare benefits to employees of HSNi (the costs of which will be borne by HSNi) pursuant to IAC's employee benefit plans through the end of 2008; and a Transition Services...

  • Page 70
    ... or "Competing Offers" or in certain other limited circumstances, no Liberty Party may: • • offer to acquire beneficial ownership of any equity securities of such Spinco; initiate or propose any stockholder proposal or seek or propose to influence, advise, change or control the management, Board...

  • Page 71
    ... of which IAC and HSNi do not make certain determinations with respect to the transferee will be prohibited, unless such transfers represent no more than one-third of HSNi Common Stock received by the Liberty Parties in the spin-off. Competing Offers During the period when Liberty continues to...

  • Page 72
    ... its holder, other than the "acquiring person," to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an "acquiring person" on terms not approved by our Board of...

  • Page 73
    ... benefits from the release of the related deferred tax liabilities in the HSN and Cornerstone segments. These adjustments increased diluted loss per share by $38.60. The fourth quarter of 2008 also includes a $5.0 million accrual adjustment for liabilities associated with on-air distribution costs...

  • Page 74
    ... entities that ceased operations in 2006 and were reported within HSNi's combined statements of operations as a discontinued operation through the Form 10-Q filed for the quarter ended June 30, 2008. Their results have been removed from HSNi's 2008 results; however, prior year balances have not been...

  • Page 75
    Schedule II HSN, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Description 2008 Allowance for doubtful accounts Sales returns accrual Deferred tax valuation allowance Other reserves 2007 Allowance for doubtful accounts Sales returns accrual Deferred tax valuation allowance Other reserves ...

  • Page 76
    ... the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to ensure that information is accumulated and communicated to our management, including the Chief Executive Officer and Chief...

  • Page 77
    ... the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, management has concluded that there were no such changes during this period. ITEM 9B. None. OTHER INFORMATION...

  • Page 78
    ... Incorporated by reference from our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2008. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference from our Proxy Statement for our...

  • Page 79
    ... Report on Form 8-K filed August 25, 2008 Exhibit 3.2 to the Company's Current Report on Form 8-K filed August 25, 2008 Filed herewith 3.2 3.3 Amended and Restated By-laws of HSN, Inc. Certificate of Designations, Preferences and Rights to Series A Junior Participating Preferred Stock Rights...

  • Page 80
    ...Grossman and HSN, Inc., dated as of July 29, 2008* Exhibit 10.4 to the Company's Current Report on Form 8-K filed August 25, 2008 Exhibit 10.5 to the Company's Current Report on Form 8-K filed December 29, 2008 Exhibit 10.6 to the Company's Current Report on Form 8-K filed August 25, 2008 10.5 10...

  • Page 81
    ... Agreement Form of Restricted Stock Units Agreement (for NonEmployee Directors) Computation of Ratio of Earnings to Fixed Charges Code of Ethics and Business Conduct Subsidiaries of HSN, Inc. Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities...

  • Page 82
    ... pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Certification...

  • Page 83
    ...Chief Executive Officer (Principal Executive Officer) By: /s/ Judy A. Schmeling Judy A. Schmeling, Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 31, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below...

  • Page 84
    ... December 31, 2008* HSN, Inc. Amended and Restated 2008 Stock and Annual Incentive Plan* Amended and Restated Deferred Compensation Plan for Non-Employee Directors* Amendment to Employment Agreement between Mark Ethier and HSN, Inc. effective as of December 31, 2008 Form of Stock Appreciation Rights...

  • Page 85
    ... Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. (a) Includes interest on debt and amortization of debt issuance costs. Excludes interest income and interest associated with unrecognized tax benefit liabilities, which...

  • Page 86
    ... ACT OF 2002 I, Mindy Grossman, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of HSN, Inc.; Based on my knowledge, this Annual 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...

  • Page 87
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: March 31, 2009 By: /s/ Mindy Grossman Mindy Grossman Chief Executive Officer 2

  • Page 88
    ... OF 2002 I, Judy A. Schmeling, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of HSN, Inc.; Based on my knowledge, this Annual 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...

  • Page 89
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: March 31, 2009 By: /s/ Judy A. Schmeling Judy A. Schmeling Chief Financial Officer 2

  • Page 90
    ... 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSN, Inc. Date: March 31, 2009 By: /s/ Mindy Grossman Mindy Grossman Chief Executive Officer

  • Page 91
    ... 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSN, Inc. Date: March 31, 2009 By: /s/ Judy A. Schmeling Judy A. Schmeling Chief Financial Officer