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HSN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Registration Rights Agreement
Under the registration rights agreement, the Liberty Parties and their permitted transferees (the “Holders”)
will be entitled to three demand registration rights (and unlimited piggyback registration rights) in respect of the
shares of HSNi common stock received by the Liberty Parties as a result of the Spin-off and other shares of HSNi
common stock acquired by the Liberty Parties consistent with the Spinco Agreement (collectively, the
“Registrable Shares”). The Holders will be permitted to exercise their registration rights in connection with
certain hedging transactions that they may enter into in respect of the Registrable Shares.
HSNi will be obligated to indemnify the Holders, and each selling Holder will be obligated to indemnify
HSNi, against specified liabilities in connection with misstatements or omissions in any registration statement.
NOTE 15—SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental Disclosure of Cash Flow Information:
Year Ended December 31,
2011 2010 2009
(in thousands)
Cash paid during the period for:
Income tax payments ............................................ $73,847 $82,860 $29,416
Income tax refunds .............................................. (1,806) (53) (234)
Interest payments ............................................... 29,198 30,490 33,488
NOTE 16—SHAREHOLDERS’ EQUITY
Stock Purchase Rights
In December 2008, HSNi’s Board of Directors approved the creation of a Series A Junior Participating
Preferred Stock, adopted a shareholders rights plan and declared a dividend of one right for each outstanding
share of common stock held by our shareholders of record as of the close of business on January 5, 2009. The
rights attached to any additional shares of common stock issued after January 5, 2009. Initially, these rights,
which trade with the shares of HSNi’s common stock, will not be exercisable. Under the rights plan, these rights
will be exercisable if a person or group acquires or commences a tender or exchange offer for 15% or more of
HSNi’s common stock (except for certain grandfathered persons, such as Liberty, to which higher thresholds
apply). If the rights become exercisable, each right will permit 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 HSNi’s Board of Directors.
Share Repurchase Program
On September 27, 2011, HSNi’s Board of Directors approved a share repurchase program which allows
HSNi to purchase 10 million shares of its common stock from time to time through privately negotiated and/or
open market transactions. The timing of any repurchases and actual number of shares repurchased will depend on
a variety of factors, including the stock price, corporate and regulatory requirements, restrictions under HSNi’s
debt obligations and other market and economic conditions. The repurchase program may be suspended or
discontinued by HSNi at any time. In fiscal year 2011, we acquired approximately 791,000 shares of our
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