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HSN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the status of the nonvested RSUs, including awards granted under the Plan and by IAC prior
to the Spin-off, as of December 31, 2011 and changes during the year ended December 31, 2011 is as follows:
Number of
RSUs
Weighted
Average Grant
Date Fair Value
Nonvested at 1/1/11 .................................................... 2,145,133 $12.80
Granted ............................................................. 331,749 30.32
Vested .............................................................. (685,889) 31.96
Forfeited ............................................................ (195,197) 14.54
Nonvested at 12/31/11 .................................................. 1,595,796 15.38
The weighted average fair value of RSUs granted during the years ended December 31, 2011, 2010 and
2009 based on market prices of HSNi’s common stock on the grant date was $30.32, $23.50 and $5.19,
respectively.
The total intrinsic value of RSUs held by employees of all five Spincos that vested during the years ended
December 31, 2011, 2010 and 2009 and settled in HSNi common stock was $21.9 million, $10.4 million and
$3.0, respectively. HSNi realizes a tax benefit for RSUs held by its employees in the year in which the award
vests. The tax benefit realized by HSNi related to RSUs was approximately $6.7 million, $3.6 million and
$0.9 million for the years ended December 31, 2011, 2010 and 2009, respectively.
As of December 31, 2011, there was approximately $11.7 million of unrecognized compensation cost, net of
estimated forfeitures, related to RSUs, which is currently expected to be recognized on a straight-line basis over a
weighted average period of approximately 2.0 years.
Stock Options and SARs
SARs are similar to traditional stock options, except, upon exercise, holders of SARs will only receive a
value equal to the spread between the current market price per share of the common stock and the exercise price.
The SARs granted by HSNi may be settled in cash or common stock of HSNi, in the sole discretion of HSNi. All
SARs exercised by employees of HSNi have been settled in stock. For all SARs currently outstanding, HSNi
intends to settle these awards in stock upon exercise. The exercise price for awards granted under the Plan is
required to be priced at, or above, the fair market value of HSNi’s stock at the date of grant. Awards typically
vest periodically over a three or four year term.
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