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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, 2011
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, Florida 33729
(Address of principal executive offices) (Zip Code)
[phone]
(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
Series A Junior Participating
Preferred Stock Purchase Rights
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
The NASDAQ Stock Market LLC
(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 ÈNo ‘
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 È
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 ÈNo ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, an Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registration was required to submit and post such files). Yes ÈNo ‘
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 filer ÈAccelerated 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 È
The aggregate market value of the registrant’s outstanding common stock held by non-affiliates as of June 30, 2011 (the registrant’s
most recently completed second fiscal quarter), was $1,262,218,122 (based on a closing price of $32.92 per share for the registrant’s
common stock on the NASDAQ Global Select Market).
As of February 14, 2012, the registrant had 57,886,801 shares of common stock, $0.01 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the 2012 Annual Meeting of Shareholders to be filed with the U.S. Securities and
Exchange Commission no later than 120 days after the end of the registrant’s 2011 fiscal year end are incorporated by reference into Items
10, 11, 12, 13 and 14 of Part III of this Form 10-K.