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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance that
the information required to be disclosed by HSNi in reports that it files and submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls also are designed to reasonably assure that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures. Disclosure controls include components of
internal control over financial reporting, which consists of control processes designated to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance
with United States generally accepted accounting principles.
We monitor and evaluate on an ongoing basis our disclosure controls and procedures in order to improve
their overall effectiveness. In the course of these evaluations, we modify and refine our internal processes as
conditions warrant.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the
Exchange Act) as of December 31, 2011. Based on that evaluation, management has concluded that our
disclosure controls and procedures are effective to ensure that information required to be disclosed in 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 Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial
reporting” (as defined in Rule 13a-15(f) under the Exchange Act) for the company. Our internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States. Our management does not expect that our disclosure controls
or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met. The design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their costs. The design of any system of
controls is based in part on certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over
time, controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management evaluated the effectiveness of our
internal controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). In
making this assessment, our management used the criteria for effective internal control over financial reporting
described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based upon that evaluation and criterion, we concluded that as December 31, 2011,
our internal control over financial reporting was effective.
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