Home Shopping Network 2012 Annual Report Download

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HSN, INC.
FORM 10-K
(Annual Report)
Filed 02/21/13 for the Period Ending 12/31/12
Address 1 HSN DRIVE
ST. PETERSBURG, FL 33729
Telephone 727-872-1000
CIK 0001434729
Symbol HSNI
SIC Code 5940 - Miscellaneous Shopping Goods Stores
Industry Retail (Department & Discount)
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ...FORM 10-K (Annual Report) Filed 02/21/13 for the Period Ending 12/31/12 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 1 HSN DRIVE ST. PETERSBURG, FL 33729 727-872-1000 0001434729 HSNI 5940 - Miscellaneous Shopping Goods Stores Retail (Department & Discount) Services 12/31 http...

  • Page 2
    ... Identification No.) 1 HSN Drive, St. Petersburg, Florida (Address of principal executive offices) 33729 (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...

  • Page 3

  • Page 4
    ... ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE...

  • Page 5
    ...of customer, employee or company information, or the failure to comply with various laws applicable to HSNi in the event of such a breach; HSNi's business prospects and strategy, including whether HSNi's initiatives will be effective; and our ability to offer new or alternative products and services...

  • Page 6
    ... annually, operates eight separate internet sites and operates 11 retail and outlet stores. Our principal offices are located at 1 HSN Drive, St. Petersburg, Florida 33729 and our main telephone number is 727-872-1000. History HSNi's predecessor company began broadcasting television home shopping...

  • Page 7
    ... of Contents HSN Overview HSN includes the HSN television networks; its related website, HSN.com; its mobile applications and a limited number of outlet stores. The HSN television network broadcasts live, customer interactive home shopping programming 24 hours a day, seven days a week. HSN2, which...

  • Page 8
    ... users with an online program guide, value-added video of product demonstrations, live streaming video of the HSN television network, customer-generated product reviews and additional information about HSN show hosts and guest personalities. According to Internet Retailer, HSN.com currently ranks...

  • Page 9
    ... websites, includes decorating tips, measuring information, online design centers, gift registries and travel centers, as well as a feature that allows customers to browse the related catalog online. Supply HSN and Cornerstone purchase products by way of short- and long-term contracts and purchase...

  • Page 10
    ...be purchased online, through mobile devices 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 set-top boxes. Cornerstone...

  • Page 11
    ... rights, including patents, service marks, trademarks, domain names, copyrights and trade secrets, as important to our success. Our businesses also rely heavily upon software codes, informational databases and other systemic components that are necessary to manage and support our operations. We rely...

  • Page 12
    ... from large department stores to specialty shops, electronic retailers, direct marketing retailers, mail order and catalog companies, infomercial retailers, wholesale clubs and discount retailers. In addition, the HSN television networks compete for access to customers and audience share with other...

  • Page 13
    ... number of smaller pay television operators for a prolonged period of time could adversely affect our business, financial condition and results of operations. While we believe that we will be able to continue to successfully manage the distribution process in the future, certain changes in...

  • Page 14
    ... digital compression technologies and the adoption of digital cable has resulted in increased channel capacity. In addition, there are now more programming options available to the viewing public in the form of new television networks and time-shifted viewing ( e.g. , personal video recorders, video...

  • Page 15
    ... information over public networks. We have observed an increased number of cyber attacks that include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information. Our failure, and/or the failure by the various third party vendors and service...

  • Page 16
    ... to produce private label merchandise. Our failure to identify new vendors and manufacturers, maintain relationships with a significant number of existing vendors and manufacturers and/or access quality merchandise in a timely and efficient manner could cause us to miss customer delivery dates or...

  • Page 17
    ... 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 interest-free, monthly credit or debit card payments. This is an effective tool for driving sales, primarily for higher-priced items...

  • Page 18
    ... in the market price of our stock. These and other factors may result in shortterm or long-term negative pressure on the value of our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES HSNi owns its corporate headquarters in St. Petersburg, Florida, which consist...

  • Page 19
    ... (including patent infringement), sales tax, regulatory compliance and other claims. As of the date of this filing, we are not a party to any legal proceedings that are reasonably expected to have a material adverse effect on our business, results of operations, financial condition or cash flows...

  • Page 20
    ... SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market and Dividend Information Our common stock trades on the NASDAQ Global Select Market under the symbol HSNI. The table below sets forth the high and low per share sales prices of our common stock, as reported by the NASDAQ Global...

  • Page 21
    ... at an average price of $49.20 per share. Below is a summary of our common stock repurchases during the fourth quarter of 2012, as well as the number of shares still available for purchase as of December 31, 2012: Number of Shares Purchased as Part of Publicly Announced Plans or Programs 583,476...

  • Page 22
    ... HSNi been a stand-alone company during the period presented prior to the Spin-off. For information about the shares used in computing earnings per share, see Note 10 of Notes to Consolidated Financial Statements. Year Ended December 31, 2012 Statement of Operations Data: Net sales Asset impairments...

  • Page 23
    ... of catalogs, digital sites and retail and outlet stores. Cornerstone consists of the brands of Ballard Designs, Chasing Fireflies, Frontgate, Garnet Hill, Grandin Road, Improvements and TravelSmith. Products HSNi sells a wide array of merchandise across its various channels of distribution. HSN...

  • Page 24
    ... price point increased 3% and units shipped increased 2%. The return rate increased to 20.0% from 18.9% primarily due to changes in product mix. Divisional product mix at HSN is provided in the table below: Year Ended December 31, 2012 Jewelry Fashion (apparel & accessories) Beauty & Wellness Home...

  • Page 25
    ...Ended December 31, 2012 Home brands (Ballard Designs, Frontgate, Grandin Road and Improvements) Apparel brands (Chasing Fireflies, Garnet Hill and TravelSmith) Total 71.8% 28.2% 100.0% 2011 71.5% 28.5% 100.0% 2010 71.4% 28.6% 100.0% Cost of Sales and Gross Profit Cost of sales consists primarily of...

  • Page 26
    ... in Cornerstone's catalog circulation, an increase in employee-related costs including for the sales and service center, and investments in digital marketing. HSNi's selling and marketing expense in 2011 increased 8%, or $44.1 million, and was 20.1% of net sales compared to 19.8% in 2010. The...

  • Page 27
    ... to a 5% increase in net sales and a 40 basis point improvement in gross profit margin, partially offset by a 6% increase in operating expenses (excluding non-cash charges) primarily for employee-related costs, digital and brand marketing and bad debt expense. Cornerstone's Adjusted EBITDA increased...

  • Page 28
    ... and 40 basis point improvement in gross profit margin, partially offset by a 7% increase in operating expenses primarily for Cornerstone's catalog circulation, the $7.8 million sales tax settlement at Cornerstone, investments in digital marketing and technology, and employee-related costs. HSNi...

  • Page 29
    ... of Chasing Fireflies, partially offset by the $6.6 million in proceeds received from the divestitures of Smith+Noble and The Territory Ahead. The capital expenditures were primarily at HSN and were for investments in information and digital technology, warehouse improvements and infrastructure...

  • Page 30
    ...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...

  • Page 31
    ... 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. We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase...

  • Page 32
    ... based and by which management is compensated. HSNi believes that investors should have access to the same information that it uses in analyzing its results. Adjusted EBITDA is defined as operating income excluding, if applicable: (1) non-cash charges including: (a) stock-based compensation expense...

  • Page 33
    ... (but not limited to): macroeconomic, industry and market conditions; cost factors affecting the business; the overall financial performance of the business; any relevant changes in management, strategies or customers; and any sustained decreases in its stock price. If HSNi determines based on this...

  • Page 34
    ... on the number of shares granted and the closing price of our common stock at the grant date. The fair value of stock options, stock appreciation rights and options granted under our employee stock purchase plan are estimated on the grant date using the Black-Scholes option pricing model. This model...

  • Page 35
    ... of Contents 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, 2012, 2011 and 2010 Consolidated Statements...

  • Page 36
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 37
    Table of Contents HSN, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Years Ended December 31, 2012 Net sales Cost of sales Gross profit Operating expenses: Selling and marketing General and administrative Depreciation and amortization Total ...

  • Page 38
    Table of Contents HSN, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except share data) Years Ended December 31, 2012 Net income Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments Change in fair value of derivative ...

  • Page 39
    Table of Contents HSN, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2012 ASSETS Current assets: Cash and cash equivalents Accounts receivable, net of allowance of $14,537 and $13,127, respectively Inventories Deferred income taxes Prepaid expenses...

  • Page 40
    ... awards Cash dividend declared on common stock Issuance of common stock from stock-based compensation awards, including tax benefit of $18,900 Repurchases of common stock Balance as of December 31, 2012 - - - - $ Amount - - - - Common Stock Shares 56,503 - - - $ Amount 565 - - - $ Additional Paid...

  • Page 41
    ... Senior Notes Borrowing under term loan Payments of debt issuance costs Repurchase of common stock Cash dividends paid Proceeds from issuance of common stock Tax withholdings related to stock-based awards Excess tax benefits from stock-based awards Net cash used in financing activities attributable...

  • Page 42
    37

  • Page 43
    ... Company Overview HSN, Inc. ("HSNi") is an interactive multi-channel retailer that markets and sells a wide range of third party and private label merchandise directly to consumers through various platforms including (i) television home shopping programming broadcast on the HSN television networks...

  • Page 44
    ... and credit card companies, net of an allowance for doubtful accounts. HSN provides extended payment terms to its customers on certain products known as Flexpay. Revenue is recorded when delivery to the customer has occurred, at which time HSN collects the first payment, sales tax and all shipping...

  • Page 45
    ...Intangible Assets 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 assessed annually for impairment as...

  • Page 46
    ... term loan beginning January 2014. See Note 8 for further discussion of derivative instruments. Accounting Estimates HSNi prepares its financial statements in conformity with generally accepted accounting principles in the United States ("GAAP"). These principles require management to make certain...

  • Page 47
    ... 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 discounted cash flow analysis with consideration of an equity analysis based on the trading value of its common stock...

  • Page 48
    ... was recorded in connection with the acquisition of Chasing Fireflies which was allocated to the Cornerstone reporting unit. No adjustments have been made to the goodwill balance subsequent to the acquisition. In the fourth quarter of 2012, HSNi performed a qualitative assessment of its goodwill and...

  • Page 49
    ... 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. The accounting policies of the segments are the same as those described in Note 2 - Summary of Significant Accounting...

  • Page 50
    ...'s operating segments and to HSNi's consolidated net income (in thousands): Year Ended December 31, 2012 HSN Adjusted EBITDA Stock-based compensation expense Depreciation and amortization Sales tax settlement Loss on disposition of fixed assets Operating income Total other expense, net Income from...

  • Page 51
    ... 2010 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 7-LONG-TERM...

  • Page 52

  • Page 53
    ... to this swap will be realized and reported in earnings within the next twelve months. The fair value of the interest rate swap liability as of December 31, 2012 was $0.8 million and was recorded in "Other long-term liabilities" in the consolidated balance sheets. See Note 9 for discussion of of...

  • Page 54
    ... 31, 2012. The swap was entered into for the purpose of hedging the variability of interest expense and interest payments on HSNi's long-term variable rate debt. Because this swap is not actively traded, the fair value was based on a valuation model. Interest rate yield curves and credit spreads are...

  • Page 55
    ..., 2011 and 2010, basic earnings per share was computed using the number of weighted average shares of common stock outstanding for the period. Diluted Earnings Per Share For the years ended December 31, 2012, 2011 and 2010, diluted earnings per share was computed using the number of shares of common...

  • Page 56
    ... officers, employees, directors and consultants, and to provide HSNi with the ability to provide incentives more directly linked to the profitability of HSNi's business and increases in shareholder value. As of December 31, 2012, there were approximately 3.3 million shares of common stock available...

  • Page 57
    50

  • Page 58
    ... taxing authorities for these taxes were $18.2 million , $11.4 million , and $2.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. Restricted Stock Units RSUs are awards that are denominated in a hypothetical equivalent number of shares of HSNi's common stock. At the time...

  • Page 59
    ... assumptions used in the Black-Scholes option pricing model are as follows: Year Ended December 31, 2012 Volatility factor Risk-free interest rate Expected term Dividend yield 46.5% 0.91% 5.0 1.4% 2011 46.5% 2.33% 5.0 0.0% 2010 46.5% 2.39% 5.0 0.0% The weighted average fair values of stock options...

  • Page 60
    ... Purchase Plan The HSN, Inc. 2010 Employee Stock Purchase Plan ("ESPP") was approved May 2010 and 750,000 shares of HSNi common stock were reserved for issuance under the ESPP. The ESPP permits employees to purchase shares of HSNi's common stock during semi-annual purchase periods. Under the terms...

  • Page 61
    ... by IAC upon the purchase of Cornerstone Brands. The initial value of the preferred interest was equal to the acquisition price of Cornerstone Brands. The preferred interest accretes value at a 15% annual rate. Upon exercise of the put or call the consideration is payable in HSNi shares or cash or...

  • Page 62
    54

  • Page 63
    ... about the timing of such deductibility. Because of the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate, other than the interest and penalties, but would accelerate the payment of cash to the taxing authorities to...

  • Page 64
    ..., New York and New York City, for various tax years beginning with 2005. By virtue of the Tax Sharing Agreement with IAC, HSNi is indemnified with respect to additional tax liabilities for consolidated or combined federal and state tax returns prepared and filed by IAC prior to the Spin-off...

  • Page 65
    ...- The letters of 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 customs bonds, which relate to the import of merchandise into the United States. The...

  • Page 66
    ... the Liberty Parties in the Spin-off: • • transfers pursuant to a third party tender or exchange offer or in connection with any merger or other business combination, which merger or business combination has been approved by HSNi; transfers in a public offering in a manner designed to result in...

  • Page 67
    ...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. For the year ended December 31, 2012, we acquired approximately 5.5 million shares...

  • Page 68
    ... (4,582) $ $ $ 2010 112,472 (3,054) 1,136 (1,918) NOTE 18-ACQUISITION In April 2012, HSNi, through Cornerstone, acquired substantially all of the assets and liabilities of Chasing Fireflies, LLC, a leading direct-to-consumer premium children's and family lifestyle brand. The purchase price was $22...

  • Page 69
    ... the sales of Smith+Noble and The Territory Ahead, two brands formerly included in the Cornerstone portfolio, and is included in the line item "Loss from discontinued operations, net of tax." This loss decreased diluted earnings per share by $0.06 . (b) The third quarter of 2012 includes a sales tax...

  • Page 70
    ... 31, 2008, HSNi established the HSN, Inc. Retirement Savings Plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, up to the statutory limits. From the period of April 1, 2010 through December 31, 2012, HSNi...

  • Page 71
    ... Accounts Balance at End of Period Description 2012 Allowance for doubtful accounts Sales return accrual Deferred tax valuation allowance 2011 Allowance for doubtful accounts Sales return accrual Deferred tax valuation allowance 2010 Allowance for doubtful accounts Sales return accrual Deferred tax...

  • Page 72
    ..., 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...

  • Page 73
    ... the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2012 that have materially affected...

  • Page 74
    ...respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of HSN, Inc. and subsidiaries as...

  • Page 75
    ... ITEM 9B. None. OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Incorporated by reference from our Proxy Statement for our 2013 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2012. ITEM...

  • Page 76
    ... filed August 25, 2008 Exhibit 3.3 to the Company's Annual Report on Form 10-K filed March 31, 2009 Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 29, 2008 3.2 3.3 Certificate of Designations, Preferences and Rights to Series A Junior Participating Preferred Stock Rights...

  • Page 77
    ... and Restated 2008 Stock and Annual Incentive Plan dated as of February 24, 2010* Amended and Restated Deferred Compensation Plan for Non-Employee Directors* Credit Agreement among HSN, Inc., as Borrower, Certain Subsidiaries of the Borrower, as Guarantors, The Lenders Party thereto, Bank of America...

  • Page 78
    ... * Employee Stock Purchase Plan 10.23 Form of Deferred Share Unit Agreement * 10.24 10.25 Form of Performance Award Agreement * Credit Agreement dated as of April 24, 2012, among HSN, Inc., as Borrower; Bank of America, N.A., as Administrative Agent and Collateral Agent; JPMorgan Chase Bank...

  • Page 79
    ... of the Chief Financial Officer pursuant to Rule ...Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith 31.2 Filed herewith 32.1 Filed herewith * Reflects management contracts and management and director compensation plans...

  • Page 80
    ... financial information from HSNi's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011, and 2010...

  • Page 81
    ... of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ...Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons...

  • Page 82
    ..., United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following financial information from HSNi's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically...

  • Page 83
    ...Participant dated February 21, 2012 (the "Award Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the "Plan"). 1. Award and Vesting...

  • Page 84
    ...'s Human Resources Department. If to the Company: HSN, Inc. 1 HSN Drive St. Petersburg, FL 33729 Attention: General Counsel Facsimile: (727) 872-1000 or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 8. Notice...

  • Page 85
    ... of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement and the Summary of Award, the RSUs are subject to the terms and conditions of the Plan, which are hereby incorporated by...

  • Page 86
    ...executed on its behalf by a duly authorized officer. Electronic acceptance of this Agreement pursuant to the Company's instructions to Participant (including through an online acceptance process managed by the Agent) is acceptable. HSN, INC. By: Lisa Letizio Executive Vice President Human Resources

  • Page 87
    ..."). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the "Plan"). 1. Award (a) Pursuant to the Company's 2012 Long-Term Incentive...

  • Page 88
    ..., based upon the whole number of months between the first day of the month in which the Change in Control occurs and the Vesting Date, and the Federal short-term rate determined by the IRS pursuant to §1274 of the Internal Revenue Code for the month in which the Change in Control occurs, compounded...

  • Page 89
    ...'s Human Resources Department. If to the Company: HSN, Inc. 1 HSN Drive St. Petersburg, FL 33729 Attention: General Counsel Facsimile: (727) 872-1000 or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 8. Notice...

  • Page 90
    ...the Relevant Information to be transferred to any jurisdiction in which the Company or his or her employing company considers appropriate. The Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law...

  • Page 91
    ...a duly authorized officer. Electronic acceptance of this Agreement pursuant to the Company's instructions to the Participant (including through an online acceptance process managed by the Company) is acceptable. HSN, INC. By: Name: Title: SCHEDULE A Below Threshold

  • Page 92
    ...and Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. Includes interest on debt and amortization of debt issuance costs. Excludes interest income and interest associated with unrecognized tax benefits, which is recorded within income tax expense...

  • Page 93
    ...Inc. Cornerstone Services, Inc. Frontgate Marketing, Inc. Garnet Hill, Inc. H.O.T. Networks Holdings (Delaware) LLC Home Shopping Network En Espanol, L.P. Home Shopping Network En Espanol, L.L.C. HSN Catalog Services, Inc. HSN Fulfillment LLC HSN Improvements LLC HSN Interactive LLC HSNi, LLC HSN of...

  • Page 94
    ... to the Employee Stock Purchase Plan of HSN, Inc.; of our reports dated February 21, 2012, with respect to the consolidated financial statements and schedule of HSN, Inc., and the effectiveness of internal control over financial reporting of HSN, Inc., included in this Annual Report (Form 10...

  • Page 95
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 96
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 97
    ...(1) the Annual Report of HSN, Inc. on Form 10-K for the fiscal year ended December 31, 2012 of HSN, Inc. (the "Report"), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) HSN, Inc. the information contained...

  • Page 98
    ...(1) the Annual Report of HSN, Inc. on Form 10-K for the fiscal year ended December 31, 2012 of HSN, Inc. (the "Report"), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) HSN, Inc. the information contained...