UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, ~~2015~~2016
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

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)

(727) 872-1000

(Registrant’s telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Non‑accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August ~~5, 2015~~3, 2016, the registrant had ~~52,892,480~~52,262,269 shares of common stock, $0.01 par value per share, outstanding.



	TABLE OF CONTENTS
		Page
	PART I-FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2014~~2015	1
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2014~~2015	2
	Consolidated Balance Sheets as of June 30, ~~2015,~~2016, December 31, ~~2014,~~2015 and June 30, ~~2014~~2015	3
	Consolidated Statements of Shareholders' Equity for the Six Months Ended June 30, ~~2015~~2016 and Year Ended December 31, ~~2014~~2015	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2015~~2016 and ~~2014~~2015	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2527
Item 4.	Controls and Procedures	2527

	PART II-OTHER INFORMATION

Item 1.	Legal Proceedings	2728
Item 1A.	Risk Factors	2728
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2728
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	2829
Item 5.	Other Information	2829
Item 6.	Exhibits	29
Signatures		30

PART I—FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS

HSN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014			2016			2015			2016			2015
Net sales	$	885,642		$	855,204		$	1,727,529		$	1,632,624		$	854,308		$	885,642		$	1,671,074		$	1,727,529
Cost of sales	549,105			542,069			1,090,787			1,043,715			542,484			549,105			1,069,772			1,090,787
Gross profit	336,537			313,135			636,742			588,909			311,824			336,537			601,302			636,742
Operating expenses:
Selling and marketing	191,936			182,747			367,293			349,986			188,056			196,104			367,217			375,309
General and administrative	62,813			52,218			119,403			108,129			46,453			58,645			96,415			111,387
Depreciation and amortization	11,085			10,803			22,334			21,559			10,701			11,085			21,227			22,334
Asset impairment													20,400			—			20,400			—
Total operating expenses	265,834			245,768			509,030			479,674			265,610			265,834			505,259			509,030
Operating income	70,703			67,367			127,712			109,235			46,214			70,703			96,043			127,712
Other income (expense):
Interest income	94			44			134			114			245			94			97			134
Interest expense	(3,974		)	(1,854		)	(7,311		)	(3,623		)	(4,085		)	(3,974		)	(8,084		)	(7,311		)
Total other expense, net	(3,880		)	(1,810		)	(7,177		)	(3,509		)	(3,840		)	(3,880		)	(7,987		)	(7,177		)
Income before income taxes	66,823			65,557			120,535			105,726			42,374			66,823			88,056			120,535
Income tax provision	(25,191		)	(24,617		)	(45,214		)	(40,604		)	(15,929		)	(25,191		)	(33,026		)	(45,214		)
Net income	$	41,632		$	40,940		$	75,321		$	65,122		$	26,445		$	41,632		$	55,030		$	75,321

Net income per share:
Basic	$	0.79		$	0.77		$	1.43		$	1.23		$	0.50		$	0.79		$	1.05		$	1.43
Diluted	$	0.78		$	0.76		$	1.40		$	1.21		$	0.50		$	0.78		$	1.04		$	1.40
Shares used in computing earnings per share:
Basic	52,683			52,916			52,628			53,037			52,394			52,683			52,386			52,628
Diluted	53,675			53,745			53,718			53,954			52,941			53,675			52,930			53,718
Dividends declared per share	$	0.35		$	0.25		$	10.70		$	0.50		$	0.35		$	0.35		$	0.70		$	10.70

The accompanying notes are an integral part of these consolidated financial statements.

HSN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015			2014			2016			2015		2016			2015
Net income	$	41,632	$	40,940		$	75,321		$	65,122		$	26,445		$	41,632	$	55,030		$	75,321
Other comprehensive income (loss):
Other comprehensive (loss) income:
Change in fair value of derivative instrument, net of tax	18		(469		)	(482		)	(489		)	(1,238		)	18		(1,487		)	(482		)
Other comprehensive income (loss), net of tax	18		(469		)	(482		)	(489		)
Other comprehensive (loss) income, net of tax												(1,238		)	18		(1,487		)	(482		)
Comprehensive income	$	41,650	$	40,471		$	74,839		$	64,633		$	25,207		$	41,650	$	53,543		$	74,839

The accompanying notes are an integral part of these consolidated financial statements.

HSN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30,			December 31,			June 30,			June 30,			December 31,			June 30,
	2015			2014			2014			2016			2015			2015
ASSETS
Current assets:
Cash and cash equivalents	$	74,177		$	159,985		$	122,332		$	54,756		$	63,926		$	74,177
Accounts receivable, net of allowance of $13,625, $18,824 and $15,663, respectively	195,468			317,785			199,897
Accounts receivable, net of allowance of $17,197, $20,631 and $13,625, respectively										208,380			306,575			195,468
Inventories	448,792			398,705			382,696			416,034			428,025			448,792
Deferred income taxes	29,775			32,668			26,849
Prepaid expenses and other current assets	61,241			44,728			63,350			74,131			45,402			61,241
Total current assets	809,453			953,871			795,124			753,301			843,928			779,678
Property and equipment, net	199,906			193,889			173,912			205,492			211,793			199,906
Intangible assets, net	261,863			261,962			262,159			253,622			255,268			261,863
Goodwill	9,858			9,858			9,858			9,858			9,858			9,858
Other non-current assets	18,264			12,614			18,367			13,938			13,724			10,475
TOTAL ASSETS	$	1,299,344		$	1,432,194		$	1,259,420		$	1,236,211		$	1,334,571		$	1,261,780
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	222,857		$	255,287		$	219,728		$	226,806		$	254,704		$	222,857
Current maturities of long-term debt	12,500			17,188			14,063			25,000			25,000			12,500
Accrued expenses and other current liabilities	183,634			241,074			187,237			183,400			235,042			183,634
Total current liabilities	418,991			513,549			421,028			435,206			514,746			418,991
Long-term debt, less current maturities	662,500			210,938			220,312
Long-term debt, less current maturities and net of unamortized deferred financing costs										578,493			608,108			654,711
Deferred income taxes	81,998			88,787			80,733			38,900			44,498			52,223
Other long-term liabilities	21,405			16,579			15,368			21,754			20,657			21,405
Total liabilities	1,184,894			829,853			737,441			1,074,353			1,188,009			1,147,330
Commitments and contingencies (Note 12)
SHAREHOLDERS’ EQUITY:
Preferred stock $0.01 par value; 25,000,000 authorized shares; no issued shares	—			—			—			—			—			—
Common stock $0.01 par value; 300,000,000 authorized shares; 52,781,048, 52,425,895 and 52,390,665 issued shares at June 30, 2015, December 31, 2014 and June 30, 2014, respectively	528			524			524
Common stock $0.01 par value; 300,000,000 authorized shares; 52,266,366, 52,377,798 and 52,781,048 issued shares at June 30, 2016, December 31, 2015 and June 30, 2015, respectively										523			524			528
Additional paid-in capital	1,147,847			1,710,581			1,738,343			1,047,539			1,085,785			1,147,847
Accumulated deficit	(1,033,570		)	(1,108,891		)	(1,216,753		)	(884,622		)	(939,652		)	(1,033,570		)
Accumulated other comprehensive (loss) income	(355		)	127			(135		)
Accumulated other comprehensive loss										(1,582		)	(95		)	(355		)
Total shareholders’ equity	114,450			602,341			521,979			161,858			146,562			114,450
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,299,344		$	1,432,194		$	1,259,420		$	1,236,211		$	1,334,571		$	1,261,780

The accompanying notes are an integral part of these consolidated financial statements.

HSN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Preferred Stock			Common Stock					Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total			Preferred Stock			Common Stock					Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total
	Shares	Amount		Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total			Shares	Amount		Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total
Balance as of December 31, 2013	—	$	—	53,002		$	530		$	1,810,072		$	(1,281,875	)	$	354		$	529,081
Net income	—	—		—		—			—			172,984			—			172,984
Other comprehensive loss	—	—		—		—			—			—			(227		)	(227		)
Stock-based compensation expense for equity awards	—	—		—		—			15,606			—			—			15,606
Cash dividends declared on common stock	—	—		—		—			(57,824		)	—			—			(57,824		)
Issuance of common stock from stock-based compensation awards, including tax benefit of $8,293	—	—		435		4			(1,816		)	—			—			(1,812		)
Repurchases of common stock	—	—		(1,011	)	(10		)	(55,457		)	—			—			(55,467		)
Balance as of December 31, 2014	—	—		52,426		524			1,710,581			(1,108,891		)	127			602,341			—	$	—	52,426		$	524		$	1,710,581		$	(1,108,891	)	$	127		$	602,341
Net income	—	—		—		—			—			75,321			—			75,321			—	—		—		—			—			169,239			—			169,239
Other comprehensive loss	—	—		—		—			—			—			(482		)	(482		)	—	—		—		—			—			—			(222		)	(222		)
Stock-based compensation expense for equity awards	—	—		—		—			9,424			—			—			9,424			—	—		—		—			18,408			—			—			18,408
Cash dividends declared on common stock	—	—		—		—			(561,182		)	—			—			(561,182		)	—	—		—		—			(597,864		)	—			—			(597,864		)
Issuance of common stock from stock-based compensation awards, including tax benefit of $8,206	—	—		633		7			7,356			—			—			7,363
Issuance of common stock from stock-based compensation awards, including tax benefit of $12,526																					—	—		900		9			13,161			—			—			13,170
Repurchases of common stock	—	—		(278	)	(3		)	(18,332		)	—			—			(18,335		)	—	—		(948	)	(9		)	(58,501		)	—			—			(58,510		)
Balance as of June 30, 2015	—	$	—	52,781		$	528		$	1,147,847		$	(1,033,570	)	$	(355	)	$	114,450
Balance as of December 31, 2015																					—	—		52,378		524			1,085,785			(939,652		)	(95		)	146,562
Net income																					—	—		—		—			—			55,030			—			55,030
Other comprehensive loss																					—	—		—		—			—			—			(1,487		)	(1,487		)
Stock-based compensation expense for equity awards																					—	—		—		—			10,460			—			—			10,460
Cash dividends declared on common stock																					—	—		—		—			(36,600		)	—			—			(36,600		)
Issuance of common stock from stock-based compensation awards, including income tax effect of $250																					—	—		120		1			(979		)	—			—			(978		)
Repurchases of common stock																					—	—		(232	)	(2		)	(11,127		)	—			—			(11,129		)
Balance as of June 30, 2016																					—	$	—	52,266		$	523		$	1,047,539		$	(884,622	)	$	(1,582	)	$	161,858

The accompanying notes are an integral part of these consolidated financial statements.

HSN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2016			2015
Cash flows from operating activities:
Net income	$	75,321		$	65,122		$	55,030		$	75,321
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,334			21,559			21,227			22,334
Stock-based compensation expense	9,424			7,810			10,460			9,424
Asset impairment							20,400			—
Amortization of debt issuance costs	1,276			552			885			1,276
Deferred income taxes	(3,611		)	(4,115		)	(4,705		)	(3,611		)
Bad debt expense	13,338			9,225			9,355			13,338
Excess tax benefits from stock-based awards	(8,251		)	(4,981		)	(78		)	(8,251		)
Other	673			135			(30		)	673
Changes in current assets and liabilities:
Accounts receivable	108,998			55,993			88,421			108,998
Inventories	(50,087		)	(55,377		)	(11,576		)	(50,087		)
Prepaid expenses and other assets	(17,023		)	(14,035		)	(20,291		)	(17,023		)
Accounts payable, accrued expenses and other current liabilities	(80,092		)	(53,690		)	(80,997		)	(80,092		)
Net cash provided by operating activities	72,300			28,198			88,101			72,300
Cash flows from investing activities:
Capital expenditures	(26,242		)	(15,901		)	(17,688		)	(26,242		)
Other	6			(491		)	(1,652		)	6
Net cash used in investing activities	(26,236		)	(16,392		)	(19,340		)	(26,236		)
Cash flows from financing activities:
Borrowings under term loan	500,000			—			—			500,000
Repayment of term loan	(228,125		)	(6,250		)	(12,500		)	(228,125		)
Borrowings under revolving credit facility	225,000			—			117,000			225,000
Repayment of revolving credit facility	(50,000		)	—			(135,000		)	(50,000		)
Repurchase of common stock	(18,335		)	(50,979		)	(10,180		)	(18,335		)
Payments of debt issuance costs	(6,620		)	—			—			(6,620		)
Cash dividends paid	(561,182		)	(26,429		)	(36,600		)	(561,182		)
Proceeds from issuance of common stock	11,357			1,441			1,170			11,357
Tax withholdings related to stock-based awards	(12,218		)	(8,653		)	(1,899		)	(12,218		)
Excess tax benefits from stock-based awards	8,251			4,981			78			8,251
Net cash used in financing activities	(131,872		)	(85,889		)	(77,931		)	(131,872		)
Total cash used in continuing operations	(85,808		)	(74,083		)
Total cash used in discontinued operations	—			(18		)
Net decrease in cash and cash equivalents	(85,808		)	(74,101		)	(9,170		)	(85,808		)
Cash and cash equivalents at beginning of period	159,985			196,433			63,926			159,985
Cash and cash equivalents at end of period	$	74,177		$	122,332		$	54,756		$	74,177

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—ORGANIZATION

Company Overview

HSN, Inc. (“HSNi”) is an interactive multi-channel retailer that markets and sells a wide range of third party and proprietary merchandise directly to consumers through various platforms including (i) television home shopping programming broadcast on the HSN television networks and other direct-response television marketing; (ii) catalogs, consisting primarily of the Cornerstone portfolio of leading print catalogs which includes Ballard Designs, Chasing Fireflies, Frontgate, Garnet Hill, Grandin Road, Improvements and TravelSmith; (iii) websites, which consist primarily of HSN.com, joymangano.com and the seven branded websites operated by Cornerstone; (iv) mobile applications; ~~and~~ (v) retail and outlet ~~stores.~~stores; and (vi) wholesale distribution of certain proprietary products to other retailers. HSNi’s television home shopping business, related digital sales, ~~and~~ outlet stores and wholesale distribution are referred to herein as “HSN” and all catalog operations, including related digital sales and stores, are collectively referred to herein as “Cornerstone.” Chasing Fireflies and TravelSmith, two of the apparel brands in the Cornerstone portfolio, were classified as assets held for sale as of June 30, 2016. See Note 14 for further discussion of assets held for sale.

HSN offerings primarily consist of jewelry, fashion (apparel & accessories), beauty & health (including beauty, wellness and fitness), and home & other (including home, electronics, culinary and other). Merchandise offered by Cornerstone primarily consists of home furnishings (including indoor/outdoor furniture, home décor, tabletop, textiles and other home related goods) and apparel & accessories.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of HSNi's management, all normal recurring adjustments considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with HSNi's audited consolidated financial statements and notes thereto for the year ended December 31, ~~2014.~~2015. The consolidated balance sheet as of December 31, ~~2014~~2015 and the consolidated statement of shareholders' equity for the year ended December 31, ~~2014~~2015 were derived from the audited consolidated financial statements at that date but may not include all disclosures required by GAAP. Intercompany transactions and accounts have been eliminated in consolidation.

Recent Accounting Developments

Recently Adopted Accounting Standard Updates

In ~~May 2014,~~April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. The new standard is limited to the presentation of debt issuance costs and does not affect their recognition and measurement. ASU 2015-03 is effective for periods beginning after December 15, 2015, including interim periods within that annual period. HSNi retrospectively adopted ASU 2015-03 in the first quarter of 2016 resulting in the reclassification of its debt issuance costs from "Other non-current assets" to a deduction from "Long-term debt, less current maturities and net of unamortized deferred financing costs" in the consolidated balance sheets. See Note 6 for additional information regarding the deferred issuance costs.

In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"), which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. HSNi prospectively adopted ASU 2015-05 on January 1, 2016 and will apply this guidance to all arrangements entered into or materially modified after the effective date.

Accounting Standard Updates Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Additionally, ASU 2014-09 will disallow the capitalization of direct-response advertising costs which will impact the timing of recognition of Cornerstone's catalog production and distribution costs. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. This standard will now become effective for HSNi in the first quarter of 2018. Early adoption is permitted in the first quarter of 2017. HSNi is in the process of assessing the impact of the adoption of ASU 2014-09 to its consolidated financial statements and is evaluating the accounting, transition method, disclosure requirements and timing of adoption.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330) ("ASU 2015-11"). The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis; however, early adoption is permitted. HSNi will adopt ASU 2015-11 on January 1, 2017. HSNi is currently assessing the potential impact ASU 2015-11 will have to its consolidated financial statements.

In ~~April 2015,~~February 2016, the FASB issued ~~Accounting Standards Update~~ASU No. ~~2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs~~2016-02, Leases ("ASU ~~2015-03"~~2016-02"). ASU ~~2015-03 simplifies~~2016-02 requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the ~~presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. The new~~ standard is ~~limited to the presentation of debt issuance costs~~for interim and ~~does not affect their recognition and measurement. ASU 2015-03 is effective for~~annual reporting periods beginning after December 15, ~~2015, including~~2018. Early adoption is permitted. The standard is to be applied on a modified retrospective method. HSNi is currently assessing the timing of adoption of ASU 2016-02 and the impact it will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) ("ASU 2016-09"). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The effective date for the standard is for interim and annual reporting periods ~~within that annual period.~~beginning after December 15, 2016. Early adoption is permitted. HSNi is currently assessing the timing of adoption of ASU 2016-09 and the impact it will ~~adopt ASU 2015-03~~have on its consolidated financial statements and related disclosures.

Reclassifications

Reclassifications were made to prior period amounts to conform to the current year's presentation. Changes included the reclassification of certain operating expenses in the ~~first~~consolidated statement of operations and reclassification of deferred income taxes and deferred financing costs in the consolidated balance sheets due to the implementation of recent accounting standard updates. Current deferred tax assets of $29.8 million in the June 30, 2015 consolidated balance sheet were reclassified as non-current and netted against non-current deferred tax liabilities as a result of retrospectively adopting ASU 2015-17, Balance Sheet Classification of Deferred Taxes, in the fourth quarter of ~~2016.~~2015.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

HSNi prepares its financial statements in conformity with GAAP. These principles require management to make certain estimates and assumptions during the preparation of its consolidated financial statements. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. In the opinion of HSNi's management, the assumptions underlying these interim unaudited financial statements are reasonable.

Significant estimates underlying the accompanying consolidated financial statements include: the determination of the lower of cost or market adjustment for inventory; sales returns and other revenue allowances; the allowance for doubtful accounts; the recoverability of long-lived assets; the impairment of intangible assets; the annual expected effective tax rate; the determination of deferred income taxes, including related valuation allowances; the accrual for actual, pending or threatened litigation, claims and assessments; and assumptions related to the determination of incentive compensation and contingent consideration.

NOTE 3—PROPERTY AND EQUIPMENT

The balance of property and equipment, net, is as follows (in thousands):


	June 30,			December 31,			June 30,			June 30,			December 31,			June 30,
	2015			2014			2014			2016			2015			2015
Capitalized software	$	227,804		$	223,436		$	223,346		$	238,511		$	234,249		$	227,804
Computer and broadcast equipment	92,995			89,739			87,377			93,066			91,533			92,995
Buildings and leasehold improvements	105,777			105,086			103,332			109,640			108,656			105,777
Furniture and other equipment	95,141			88,174			88,110			97,913			96,512			95,141
Projects in progress	40,842			30,794			10,139			56,860			55,294			40,842
Land and land improvements	10,543			10,541			10,458			10,635			10,597			10,543
	573,102			547,770			522,762			606,625			596,841			573,102
Less: accumulated depreciation and amortization	(373,196		)	(353,881		)	(348,850		)	(401,133		)	(385,048		)	(373,196		)
Total property and equipment, net	$	199,906		$	193,889		$	173,912		$	205,492		$	211,793		$	199,906

NOTE 4—SEGMENT INFORMATION

HSNi presents its operating segments and related financial information in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered and/or the target market. HSNi has two ~~operating~~reportable segments, HSN and Cornerstone. The accounting policies of the segments are the same as those described in Note 2 – Summary of Significant Accounting Policies included in HSNi's Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015. Intercompany accounts and transactions have been eliminated in consolidation.

HSNi’s primary performance metric is Adjusted EBITDA, which is defined as operating income excluding, if applicable: (1) non-cash charges including: (a) stock-based compensation expense, (b) amortization of intangibles, (c) depreciation and gains and losses on asset dispositions, and (d) goodwill, long-lived asset and intangible asset impairments; (2) pro forma adjustments for significant acquisitions; and (3) other significant items. Significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, thereby affecting the comparability of results. Adjusted EBITDA is not a measure determined in accordance with GAAP, and should not be considered in isolation or as a substitute for operating income, net income or any other measure determined in accordance with GAAP. Adjusted EBITDA is used as a measurement of operating efficiency and overall financial performance and HSNi believes it to be a helpful measure for those evaluating companies in the retail and media industries. Adjusted EBITDA has certain limitations in that it does not take into account the impact to HSNi’s consolidated statements of operations of certain expenses, gains and losses; including stock-based compensation, amortization of intangibles, depreciation, gains and losses on asset dispositions, asset impairment charges, acquisition-related accounting expenses and other significant items.

The following tables reconcile Adjusted EBITDA to operating income for HSNi’s operating segments and to HSNi’s consolidated net income (in thousands):


	Three Months Ended June 30, 2015									Three Months Ended June 30, 2014									Three Months Ended June 30, 2016									Three Months Ended June 30, 2015
	HSN			Cornerstone			Total			HSN			Cornerstone			Total			HSN			Cornerstone			Total			HSN			Cornerstone			Total
Adjusted EBITDA	$	68,194		$	21,831		$	90,025		$	62,657		$	19,435		$	82,092		$	66,280		$	16,121		$	82,401		$	68,194		$	21,831		$	90,025
Stock-based compensation expense	(3,617		)	(1,151		)	(4,768		)	(3,053		)	(731		)	(3,784		)	(3,867		)	(1,217		)	(5,084		)	(3,617		)	(1,151		)	(4,768		)
Depreciation and amortization	(7,590		)	(3,495		)	(11,085		)	(7,423		)	(3,380		)	(10,803		)	(7,275		)	(3,426		)	(10,701		)	(7,590		)	(3,495		)	(11,085		)
Distribution center closure (a)	(3,032		)	—			(3,032		)	—			—			—			—			—			—			(3,032		)	—			(3,032		)
Asset impairment (b)																			—			(20,400		)	(20,400		)	—			—			—
Loss on disposition of fixed assets	(430		)	(7		)	(437		)	(104		)	(34		)	(138		)	—			(2		)	(2		)	(430		)	(7		)	(437		)
Operating income	$	53,525		$	17,178		70,703			$	52,077		$	15,290		67,367			$	55,138		$	(8,924	)	46,214			$	53,525		$	17,178		70,703
Total other expense, net							(3,880		)							(1,810		)							(3,840		)							(3,880		)
Income before income taxes							66,823									65,557									42,374									66,823
Income tax provision							(25,191		)							(24,617		)							(15,929		)							(25,191		)
Net income							$	41,632								$	40,940								$	26,445								$	41,632

(a) In the second quarter of 2015, HSN recorded a $3.0 million charge associated with the planned closure of one of its distribution centers as part of its supply chain optimization initiative. See Note 13 for further information.																			(a) In the second quarter of 2015, HSN recorded a $3.0 million charge associated with the planned closure of one of its distribution centers as part of its supply chain optimization initiative. See Note 13 for further information.
(b) In the second quarter of 2016, Cornerstone recorded a non-cash impairment charge of $20.4 million associated with the assets held for sale. See Note 14 for further information.																			(b) In the second quarter of 2016, Cornerstone recorded a non-cash impairment charge of $20.4 million associated with the assets held for sale. See Note 14 for further information.

																			Six Months Ended June 30, 2016									Six Months Ended June 30, 2015
																			HSN			Cornerstone			Total			HSN			Cornerstone			Total
Adjusted EBITDA																			$	126,971		$	21,163		$	148,134		$	134,384		$	28,791		$	163,175
Stock-based compensation expense																			(7,906		)	(2,554		)	(10,460		)	(7,226		)	(2,198		)	(9,424		)
Depreciation and amortization																			(14,278		)	(6,949		)	(21,227		)	(15,008		)	(7,326		)	(22,334		)
Distribution center closure (a)																			—			—			—			(3,032		)	—			(3,032		)
Asset impairment (b)																			—			(20,400		)	(20,400		)	—			—			—
Loss on disposition of fixed assets																			(4		)	—			(4		)	(665		)	(8		)	(673		)
Operating income																			$	104,783		$	(8,740	)	96,043			$	108,453		$	19,259		127,712
Total other expense, net																									(7,987		)							(7,177		)
Income before income taxes																									88,056									120,535
Income tax provision																									(33,026		)							(45,214		)
Net income																									$	55,030								$	75,321
(a) In the second quarter of 2015, HSN recorded a $3.0 million charge associated with the planned closure of one of its distribution centers as part of its supply chain optimization initiative. See Note 13 for further information.																			(a) In the second quarter of 2015, HSN recorded a $3.0 million charge associated with the planned closure of one of its distribution centers as part of its supply chain optimization initiative. See Note 13 for further information.
(b) In the second quarter of 2016, Cornerstone recorded a non-cash impairment charge of $20.4 million associated with the assets held for sale. See Note 14 for further information.																			(b) In the second quarter of 2016, Cornerstone recorded a non-cash impairment charge of $20.4 million associated with the assets held for sale. See Note 14 for further information.

(a) In the second quarter of 2015, HSN recorded a $3.0 million charge associated with the planned closure of one of its distribution centers as part of its supply chain optimization initiative. See Note 13 for further information.

Six Months Ended June 30, 2015 Six Months Ended June 30, 2014
HSN Cornerstone Total HSN Cornerstone Total
Adjusted EBITDA $ 134,384
$ 28,791
$ 163,175
$ 121,799
$ 20,051
$ 141,850
Stock-based compensation expense (7,226 ) (2,198 ) (9,424 ) (6,197 ) (1,613 ) (7,810 )
Depreciation and amortization (15,008 ) (7,326 ) (22,334 ) (14,860 ) (6,699 ) (21,559 )
Distribution center closure (a) (3,032 ) —
(3,032 ) —
—
—
CPSC settlement (b) —
—
—
—
(3,100 ) (3,100 )
Loss on disposition of fixed assets (665 ) (8 ) (673 ) (104 ) (42 ) (146 )
Operating income $ 108,453
$ 19,259
127,712
$ 100,638
$ 8,597
109,235
Total other expense, net (7,177 ) (3,509 )
Income before income taxes 120,535
105,726
Income tax provision (45,214 ) (40,604 )
Net income $ 75,321
$ 65,122

~~(b) In the first quarter of 2014, Cornerstone recorded a $3.1 million settlement of a civil penalty assessed by the Consumer Product Safety Commission.~~

The net sales for each of HSNi's reportable segments are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Net sales:
HSN	$	572,304	$	556,488	$	1,172,796	$	1,100,975	$	557,163	$	572,304	$	1,135,547	$	1,172,796
Cornerstone	313,338		298,716		554,733		531,649		297,145		313,338		535,527		554,733
Total	$	885,642	$	855,204	$	1,727,529	$	1,632,624	$	854,308	$	885,642	$	1,671,074	$	1,727,529

NOTE 5—EARNINGS PER SHARE

HSNi computes basic earnings per share using the weighted average number of common shares outstanding for the period. HSNi computes diluted earnings per share using the treasury stock method, which includes the weighted average number of common shares outstanding for the period plus the potential dilution that could occur if various equity awards to issue common stock were exercised or restricted equity awards were vested resulting in the issuance of common stock that could share in HSNi’s earnings.

The following table presents HSNi’s basic and diluted earnings per share (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014		2016		2015		2016		2015

Net income	$41,632		$40,940		$75,321		$65,122		$26,445		$41,632		$55,030		$75,321

Weighted average number of shares outstanding:
Basic	52,683		52,916		52,628		53,037		52,394		52,683		52,386		52,628
Dilutive effect of stock-based compensation awards	992		829		1,090		917		547		992		544		1,090
Diluted	53,675		53,745		53,718		53,954		52,941		53,675		52,930		53,718

Net income per share:
Basic	$	0.79	$	0.77	$	1.43	$	1.23	$	0.50	$	0.79	$	1.05	$	1.43
Diluted	$	0.78	$	0.76	$	1.40	$	1.21	$	0.50	$	0.78	$	1.04	$	1.40

Unexercised employee stock options and stock appreciation rights and unvested restricted stock units excluded from the diluted EPS calculation because their effect would have been antidilutive	550		842		538		794		1,849		550		1,884		538

NOTE 6—LONG-TERM DEBT

The balance of long-term debt, including current maturities, is as follows (in thousands):


	June 30,			December 31,			June 30,			June 30,			December 31,			June 30,
	2015			2014			2014			2016			2015			2015
Secured credit agreement terminated January 27, 2015:
Term loan	$	—		$	228,126		$	234,375
Revolving credit facility	—			—			—
Secured credit agreement expiring January 27, 2020:
Term loan	500,000			—			—			$	487,500		$	500,000		$	500,000
Revolving credit facility	175,000			—			—			122,000			140,000			175,000
Total long-term debt	675,000			228,126			234,375
Long-term debt										609,500			640,000			675,000
Unamortized deferred financing costs										(6,007		)	(6,892		)	(7,789		)
Long-term debt, net of unamortized deferred financing costs										603,493			633,108			667,211
Less: current maturities	(12,500		)	(17,188		)	(14,063		)	(25,000		)	(25,000		)	(12,500		)
Long-term debt, less current maturities	$	662,500		$	210,938		$	220,312
Long-term debt, less current maturities and net of unamortized deferred financing costs										$	578,493		$	608,108		$	654,711

On January 27, 2015, HSNi entered into a $1.25 billion five-year syndicated credit agreement ("Credit Agreement") which is secured by 100% of the voting equity securities of HSNi's U.S. subsidiaries and 65% of HSNi's first-tier foreign subsidiaries. This Credit Agreement replaced the credit agreement that was set to expire in April 2017. Certain HSNi subsidiaries have unconditionally guaranteed HSNi's obligations under the Credit Agreement. The Credit Agreement, which includes a $750 million revolving credit facility and a $500 million term loan, may be increased up to $1.75 billion subject to certain conditions and expires January 27, 2020. HSNi drew $200 million from its term loan under the Credit Agreement on January 27, 2015 to repay in full its existing term loan of $228.1 million. HSNi drew the remaining $300 million from the term loan and $200 million under the revolving credit facility, both under the Credit Agreement, on February 18, 2015 to fund a $524 million special cash dividend that was paid on February 19, 2015.

In connection with the termination of the prior credit agreement, $0.5 million of the $2.4 million of unamortized deferred financing costs were expensed in the first quarter of 2015. The remaining balance of $1.9 million along with the $6.6 million in capitalized financing costs related to the Credit Agreement are being amortized to interest expense over the five-year term of

the Credit Agreement. Capitalized financing costs, net of accumulated amortization, are presented as a deduction from the corresponding debt liability for all periods presented.

The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities including a maximum leverage ratio of 3.50x and a minimum interest coverage ratio of ~~3.00~~x.3.00x (both as defined in the Credit Agreement). HSNi was in compliance with all such covenants as of June 30, ~~2015~~2016 with a leverage ratio of ~~1.87~~x1.8x and an interest coverage ratio of ~~39.52~~x.24.0x. The Credit Agreement also contains covenants that limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions to third parties, repurchase or redeem our stock, make

investments, sell assets, incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets. The Credit Agreement also contains provisions that limit the ability of HSNi to make Restricted Payments, defined as cash dividends, distribution of other property, repurchase of the Company’s common stock, prepayment or redemption of debt, etc., however, so long as the Company’s leverage ratio is below 3.00x after giving pro forma effect to any proposed Restricted Payments, the amount of such Restricted Payments are not limited. In the event the Company’s leverage ratio is equal to or greater than 3.00x or after giving pro forma effect to any proposed Restricted Payments, then such Restricted Payments are limited to $150 million in any such fiscal year. The current cash dividend of $1.40 annually per share represents a Restricted Payment of approximately $73.2 million. Dividends, loans or advances to HSNi by its subsidiaries are not restricted by the Credit Agreement.

Loans under the Credit Agreement bear interest at a per annum rate equal to LIBOR plus a predetermined margin that ranges from 1.25% to 2.25% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.25% to 1.25%. HSNi can elect to borrow at either LIBOR or the Base Rate plus a predetermined margin which is determined by HSNi's leverage ratio. The interest rate on the ~~$675.0~~$609.5 million outstanding long-term debt balance as of June 30, ~~2015~~2016 was ~~1.69%~~2.29%. HSNi pays a commitment fee ranging from 0.20% to 0.40% (based on the leverage ratio) on the unused portion of the revolving credit facility.

The amount available to HSNi under the revolving credit facility portion of the Credit Agreement is reduced by the amount of outstanding letters of credit issued under the revolving credit facility, which totaled $~~13.0~~7.0 million as of June 30, ~~2015.~~2016. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants. As of June 30, ~~2015,~~2016, the amount that could be borrowed under the revolving credit facility, after consideration of the financial covenants and the outstanding letters of credit, was approximately $~~562.0~~621.0 million.

NOTE 7—DERIVATIVE INSTRUMENTS

HSNi uses derivatives in the management of its interest rate risk with respect to its variable rate debt. HSNi's strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes.

HSNi ~~entered into a forward-starting~~uses interest rate swap ~~agreement~~contracts to eliminate the cash flow risk on ~~December 20, 2012 with~~ a ~~notional amount~~portion of ~~$187.5 million~~ ~~at a fixed~~its variable rate of ~~0.8525%, resulting in an all-in fixed rate of~~ ~~2.3525%~~ ~~based on HSNi's leverage ratio as of June 30, 2015. The interest rate swap took effect on January 31, 2014 with a maturity date in April 2017. Under this swap,~~debt. HSNi pays at a fixed rate and receives payments at a variable rate based on one-month LIBOR. The ~~swap~~swaps effectively ~~fixes~~fix the floating LIBOR-based interest of our outstanding LIBOR-based debt. The interest rate ~~swap was~~swaps were designated and qualified as a

cash flow ~~hedge;~~hedges; therefore, the effective ~~portion~~portions of the changes in fair value isare recorded in accumulated other comprehensive income (loss). Any ineffective portions of the changes in fair value of the interest rate ~~swap~~swaps will be immediately recognized in earnings in the consolidated statements of operations.

The ~~change~~interest rate swaps effectively convert $187.5 million of our variable rate term loan to a fixed-rate of 0.8525% through April 2017, and then increases to $250.0 million in April 2017 with a maturity date in January 2020 with a fixed rate of 1.05% (in both cases the swapped fixed rate is exclusive of the credit spread under the Credit Agreement). Based on HSNi's leverage ratio as of June 30, 2016, the all-in fixed rate was 2.3525%. The changes in fair value of the interest rate ~~swap~~swaps (inclusive of reclassifications to net income and net of tax) for the three months ended June 30, 2016 and 2015 were a loss of approximately $1.2 million and ~~2014 was~~ income of less than $0.1 million, ~~and a loss of approximately $0.5 million,~~ respectively, and were included in other comprehensive income (loss). The ~~change~~changes in fair value of the interest rate swap (inclusive of reclassifications to net income and net of tax) for the six months ended June 30, 2016 and 2015 ~~and 2014 was a loss~~were losses of approximately $1.5 million and $0.5 million, ~~for both periods~~respectively, and were included in other comprehensive ~~loss.~~income (loss).

The fair ~~value~~values of the interest rate ~~swap~~swaps at June 30, 2016, December 31, 2015 ~~was a liability~~and June 30, 2015 were liabilities of $2.5 million, $0.2 million and $0.6 million, respectively, and ~~was~~were recorded in "Other long-term liabilities" in the consolidated balance sheet. The fair value of the interest rate swap at December 31, 2014 and June 30, 2014 was an asset of $0.2 million and a liability $0.2 million, respectively, and was recorded in "Other non-current assets" and "Other long-term liabilities," respectively in the consolidated balance sheets. HSNi estimates that approximately ~~$0.9~~$0.8 million of unrealized losses included in accumulated other comprehensive loss related to ~~this swap~~these swaps will be realized and reported in earnings within the next twelve months. See Note 8 for discussion of the fair value measurements concerning ~~this~~these interest rate ~~swap.~~swaps.

NOTE 8—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value assumptions are made at a specific point in time and changes in underlying assumptions could significantly affect these estimates. HSNi applies the following framework for measuring fair value which is based on a three-level hierarchy:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The following table summarizes the fair value of HSNi's other financial assets and liabilities which are measured at fair value on a recurring basis in the consolidated balance sheets (in thousands):


	June 30, 2015									June 30, 2016
		Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category							Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
Liabilities:
Interest rate swap		$	568	$	—	$	568	$	—
Interest rate swaps											$	2,528	$	—	$	2,528	$	—


	December 31, 2014									December 31, 2015
		Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category							Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
Assets:
Liabilities:
Interest rate swap		$	208	$	—	$	208	$	—		$	169	$	—	$	169	$	—


	June 30, 2014									June 30, 2015
		Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category							Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
Liabilities:
Interest rate swap		$	218	$	—	$	218	$	—		$	568	$	—	$	568	$	—

HSNi's interest rate ~~swap is~~swaps are carried on the balance sheet at fair value. The ~~swap was~~swaps are entered into ~~in December 2012~~ for the purpose of hedging the variability of interest expense and interest payments on HSNi's long-term variable rate debt. The fair value is based on a valuation model which utilizes interest rate yield curves and credit spreads as the significant inputs to the model. These inputs are observable in active markets (level 2 criteria). HSNi considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments.

The following table summarizes the fair value of HSNi’s financial assets and liabilities which are carried at cost (in thousands):



	June 30, 2016
	Carrying Value		Fair Value		Fair Value Measurement Category
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Term loan expiring January 27, 2020	$	487,500	$	487,500	$	—	$	487,500	$	—
Revolving credit facility	$	122,000	$	122,000	$	—	$	122,000	$	—

June 30, 2015

Carrying
Value
Fair Value Fair Value Measurement Category
Level 1 Level 2 Level 3
Term loan expiring January 27, 2020 $ 500,000
$ 500,000
$ —
$ 500,000
$ —
Revolving credit facility $ 175,000
$ 175,000
$ —
$ 175,000
$ —


	December 31, 2014										December 31, 2015
	Carrying Value		Fair Value		Fair Value Measurement Category						Carrying Value		Fair Value		Fair Value Measurement Category
	Carrying Value		Fair Value		Level 1		Level 2		Level 3		Carrying Value		Fair Value		Level 1		Level 2		Level 3
Term loan terminated January 27, 2015	$	228,126	$	228,126	$	—	$	228,126	$	—
Term loan expiring January 27, 2020											$	500,000	$	500,000	$	—	$	500,000	$	—
Revolving credit facility											$	140,000	$	140,000	$	—	$	140,000	$	—


	June 30, 2014										June 30, 2015
	Carrying Value		Fair Value		Fair Value Measurement Category						Carrying Value		Fair Value		Fair Value Measurement Category
	Carrying Value		Fair Value		Level 1		Level 2		Level 3		Carrying Value		Fair Value		Level 1		Level 2		Level 3
Term loan terminated January 27, 2015	$	234,375	$	234,375	$	—	$	234,375	$	—
Term loan expiring January 27, 2020											$	500,000	$	500,000	$	—	$	500,000	$	—
Revolving credit facility											$	175,000	$	175,000	$	—	$	175,000	$	—

The fair value of the term loan was estimated by discounting expected cash flows at the rates currently offered to HSNi for debt of the same remaining maturities (level 2 criteria).

HSNi assesses the impairment of goodwill and indefinite-lived intangible assets at fair value at least annually during the fourth quarter and whenever events or circumstances indicate that the carrying value may not be fully recoverable. ~~During~~HSNi also measures certain assets, such as property and equipment and definite-lived intangible assets, at fair value on a non-recurring basis. As of June 30, 2016, the assets and liabilities of Chasing Fireflies and TravelSmith were considered to be a disposal group held for sale. Therefore, the disposal group was measured at its fair value less the estimated costs to sell which resulted in a non-cash asset impairment charge of $20.4 million that was recognized during the three months ended June 30, ~~2015, HSNi performed a qualitative analysis and, if necessary, a quantitative analysis of certain intangible assets where triggering events were noted and determined there was no impairment.~~2016.

NOTE 9—INCOME TAXES

HSNi calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, HSNi makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax or benefit related to significant ~~unusual,~~ or ~~extraordinary~~unusual items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of beginning-of-the-year deferred taxes in future years is recognized in the interim period in which the change occurs.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

For the three and six months ended June 30, 2016, HSNi recorded tax provisions of $15.9 million and $33.0 million, respectively, which represents effective tax rates of 37.6% and 37.5%. For the three and six months ended June 30, 2015, HSNi recorded tax provisions of $25.2 million and $45.2 million, respectively, which represents effective tax rates of 37.7% and 37.5%, respectively. For the three and six months ended June 30, 2014, HSNi recorded tax provisions of $24.6 million and $40.6 million, respectively, which represents effective tax rates of 37.6% and 38.4%, respectively. The change in the effective tax rate for the six month ended results was primarily due to the non-deductibility of the $3.1 million settlement with the Consumer Product Safety Commission recognized in the first quarter of 2014..

The Internal Revenue Service ("IRS") has concluded its examination of HSNi's consolidated federal income tax return for the year ended December 31, 2010 and its limited scope examination of HSNi's consolidated federal income tax return for the year ended December 31, 2011. No material adjustments resulted from these IRS examinations. There are currently no income tax examinations in progress. New York State concluded an income tax examination of the years ended December 31, 2011 through December 31, 2013. No material adjustment to our tax liabilities resulted from this examination.

HSNi and several companies previously owned by IAC/InterActiveCorp, or IAC, were spun-off from IAC on August 20, 2008. In connection with the spin-off, HSNi entered into a Tax Sharing Agreement with ~~IAC pursuant~~IAC. Pursuant to ~~which, among other things,~~this agreement, each of the companies included in the spin-off (the "Spincos") ~~has~~was indemnified by IAC for additional tax liabilities related to consolidated or combined federal and state tax returns prepared and filed by IAC prior to the spin-off. However, each Spinco agreed to, among other things, assume any additional tax liabilities related to their separately filed state income tax returns. All examinations have concluded or statutes of limitations have expired related to IAC's consolidated or combined federal and state tax returns for years including HSNi operations prior to the spin-off.

The Tax Sharing Agreement also provides, among other things, that each Spinco indemnifies IAC and the other Spincos for any taxes resulting from the spin-off of such Spinco (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related shareholder litigation or controversies) to the extent such amounts result from any post spin-off (i) ~~any~~ act or failure to act by such Spinco described in the covenants in the Tax Sharing Agreement, (ii) ~~any~~ acquisition of equity, securities, or assets of such Spinco or a member of its group, and (iii) ~~any~~ breach by such Spinco or any member of its group of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. As a result, the Tax Sharing Agreement could subject HSNi to tax contingencies. In the event an adjustment with respect to a pre-spin-off period for which IAC is responsible results in a tax benefit to HSNi in a post-spin-off period, HSNi will be required to pay such tax benefit to IAC. In general, IAC controls all audits and administrative matters and other tax proceedings relating to the consolidated federal income tax return of the IAC group and any otherThis indemnification remains effective until IAC's tax returns for ~~which~~ the ~~IAC group is responsible.~~two year period after the spin-off are no longer subject to examination.

No IAC consolidated or combined federal or state tax returns for years including HSNi operations are under examination. 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, but is liable for any additional tax liabilities for HSNi separately filed state income tax returns.

NOTE 10—STOCK-BASED AWARDS

Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014			2016			2015			2016			2015
Selling and marketing	$	1,598		$	1,096		$	3,152		$	2,289		$	1,702		$	1,598		$	3,510		$	3,152
General and administrative	3,170			2,688			6,272			5,521			3,382			3,170			6,950			6,272
Stock-based compensation expense before income taxes	4,768			3,784			9,424			7,810			5,084			4,768			10,460			9,424
Income tax benefit	(1,707		)	(1,386		)	(3,358		)	(2,822		)	(1,765		)	(1,707		)	(3,641		)	(3,358		)
Stock-based compensation expense after income taxes	$	3,061		$	2,398		$	6,066		$	4,988		$	3,319		$	3,061		$	6,819		$	6,066

As of June 30, ~~2015,~~2016, there was approximately $~~31.5~~31.6 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards which is currently expected to be recognized on a straight-line basis over a weighted average period of approximately ~~2.1~~2.0 years.

The Second Amended and Restated 2008 Stock and Annual Incentive Plan, as amended (the “Plan”), authorizes the issuance of 8.0 million shares (8.8 million shares after giving effect to the anti-dilution provisions of the Plan related to the special cash ~~dividend)~~dividend paid in February 2015) of HSNi common stock for new awards granted by HSNi. The purpose of the Plan is to assist HSNi in attracting, retaining and motivating 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.

In connection with the special cash dividend of $10.00 per common share paid on February 19, 2015, and as required by the anti-dilution provisions of the Plan, adjustments were made to outstanding equity awards as of the ex-dividend date to preserve their value following the dividend, as follows: (i) the number of shares subject to outstanding restricted stock units was increased as a result of the reinvestment of the dividend; and (ii) the exercise prices of outstanding stock options and stock appreciation rights and the grant date fair value of market stock units were reduced and the number of shares subject to such awards was increased. These adjustments did not result in additional stock-based compensation expense as the fair value of the outstanding awards did not change. As further required by the Plan, the maximum number of shares issuable under the Plan was also proportionally adjusted, which resulted in approximately 0.8 million additional shares available to be issued. As of June 30, ~~2015, after adjustment for the special dividend,~~2016, there were approximately ~~2.5~~1.6 million shares of common stock available for grants under the Plan.

During the first quarter of 2016, HSNi granted approximately 92,000 performance share units ("PSUs") to certain executive employees. PSUs vest after a three year performance period. PSUs have rights to receive dividend equivalents that vest concurrently with the underlying PSUs once the requisite service has been rendered. Vesting percentages range between 0% and 200% of the target award based on HSNi's Total Shareholder Return relative to a peer group at the end of the performance period. The compensation expense for these PSUs is based on the fair value of the awards measured at the grant date and is expensed ratably over the vesting term.

A summary of the stock-based awards granted during the six months ended June 30, ~~2015~~2016 is as follows:


	Six Months Ended June 30, 2015		Six Months Ended June 30, 2016
	Number of Awards Granted	Weighted Average per Share Fair Value	Number of Awards Granted	Weighted Average per Share Fair Value
Stock appreciation rights	508,420	$13.65	928,990	$7.31
Restricted stock units	215,712	$66.18	258,676	$45.54
Performance share units			92,290	$54.06
Employee stock purchase plan options	18,428	$15.45	29,965	$12.18
Stock appreciation rights and stock options due to special dividend	343,485	-
Restricted stock unit dividend equivalents due to special dividend and quarterly dividends	97,979	-
Market stock units related to special dividend	15,078	-
Dividend equivalents due to quarterly dividend			9,394	-

The fair values of the options granted under the HSN, Inc. 2010 Employee Stock Purchase Plan and the stock appreciation rights are estimated on the grant date using the Black-Scholes option pricing model. The fair value of PSUs is estimated on the grant date using a Monte-Carlo simulation pricing model which estimates the potential outcome of reaching the market condition based on simulated future stock prices. The weighted average assumptions used in the valuation of each for the six months ended June 30, ~~2015~~2016 are as follows:

Six Months Ended June 30, 2015
Stock Appreciation Rights Employee Stock Purchase Plan Options
Volatility factor 29.2 % 21.1 %
Risk-free interest rate 1.49 % 0.11 %
Expected term 4.4
0.5
Dividend yield 2.2 % 1.9 %

As a result of the special cash dividend, the exercise prices of outstanding stock options and stock appreciation rights were reduced and the number of shares subject to such awards were increased as of the ex-dividend date. The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable (after giving effect to the special cash dividend) as of June 30, 2015:

Outstanding Exercisable

Number
Outstanding at
June 30, 2015

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term in Years

Number
Exercisable at
June 30, 2015

Weighted
Average
Exercise Price
$0.00 to $9.99 106,698
$ 4.92
3.5 106,698
$ 4.92
$10.00 to $19.99 79,253
15.46
3.3 79,253
15.46
$20.00 to $29.99 57,541
25.86
5.6 57,541
25.86
$30.00 to $39.99 866,090
35.06
4.6 866,090
35.06
$40.00 to $49.99 415,433
47.73
8.6 126,164
47.73
$50.00 to $59.99 304,242
51.57
7.7 182,798
51.58
$60.00 to $69.99 494,943
65.24
9.6 —
—
2,324,200
1,418,544



	Six Months Ended June 30, 2016
	Stock Appreciation Rights		Employee Stock Purchase Plan Options		Performance Share Units
Volatility factor	26.3	%	34.4	%	25.2	%
Risk-free interest rate	1.23	%	0.49	%	0.89	%
Expected term	4.5		0.5		2.9
Dividend yield	3.1	%	2.8	%	0.0	%

NOTE 11—SHAREHOLDERS’ EQUITY

Share Repurchase Program

Effective September 27, 2011, HSNi's Board of Directors approved a share repurchase program which allowed HSNi to purchase 10 million shares of its common stock from time to time through privately negotiated and/or open market transactions. During the six months ended June 30, 2014, HSNi acquired approximately 931,000 shares of its outstanding common stock for $51.0 million at an average price of $54.76. In July 2014, HSNi completed this share repurchase program at an aggregate cost of $451.0 million, representing an average cost of $45.10 per share. All shares were retired immediately following purchase.

Effective January 27, 2015, HSNi’s Board of Directors approved a ~~new~~ share repurchase program which allows HSNi to purchase up to 4 million shares of its common stock from time to time through privately negotiated and/or open market transactions. The timing of repurchases and actual number of shares repurchased depends 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. During the six months ended June 30, ~~2015,~~2016, HSNi acquired approximately ~~278,000~~232,000 shares of its outstanding common stock for $~~18.3~~11.1 million at an average price of $~~66.06~~47.92. All shares were retired immediately following purchase. As of June 30, 2016, approximately 2.8 million shares remain authorized for repurchase under the program.

Dividend Policy

In the second quarter of ~~2015,~~2016, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share resulting in a payment of $18.3 million on June ~~17, 2015~~15, 2016 to HSNi's shareholders of record as of June ~~3, 2015.~~1, 2016.

In the third quarter of ~~2015,~~2016, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share. The dividend will be paid on September ~~16, 2015~~22, 2016 to HSNi's shareholders of record as of September ~~2, 2015.~~7, 2016.

Accumulated Other Comprehensive (Loss) Income ~~(Loss)~~

Accumulated other comprehensive (loss) income ~~(loss)~~ includes the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a rollforward of accumulated other comprehensive income (loss) (in thousands):


	Six Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2016			2015
Accumulated other comprehensive income as of January 1,	$	127		$	354
Accumulated other comprehensive (loss) income as of January 1,							$	(95	)	$	127
Other comprehensive loss before reclassifications	(1,414		)	(1,338		)	(2,775		)	(1,414		)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations	637			546			395			637
Income tax benefit	295			303			893			295
Other comprehensive loss, net of tax	(482		)	(489		)	(1,487		)	(482		)
Accumulated other comprehensive loss as of June 30,	$	(355	)	$	(135	)
Accumulated other comprehensive (loss) income as of June 30,							$	(1,582	)	$	(355	)

NOTE 12—COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, HSNi is a party to various audits, claims and lawsuits. These audits or litigation may relate to claims involving property, personal injury, contract, intellectual property (including patent infringement), sales tax, product recalls, regulatory compliance, employment matters and other claims. HSNi has established reserves for specific legal, tax or ~~tax~~other compliance matters for which it has determined the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal, tax or other ~~legal~~ matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against HSNi, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on its liquidity, results of operations, financial condition or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future and an unfavorable resolution of such a proceeding could have a material impact. Moreover, any claims or regulatory actions against HSNi, whether meritorious or not, could be time-consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.

HSNi also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 9 for discussion related to income tax contingencies.

NOTE 13—COSTS ASSOCIATED WITH AN EXIT ACTIVITY

As part of its supply chain optimization initiative designed to increase operational efficiencies and enhance customer service, HSNi announced in June 2015 its plan to close the HSN distribution center in Roanoke, Virginia and expand the capabilities of its distribution center in Piney Flats, Tennessee. The closure will involve the eventual elimination of approximately 350 positions at the Virginia facility. HSNi expects the closure to occur in accordance with an eighteen-month transition plan and be substantially completed by ~~the end of 2016.~~2017.

HSN expects to incur approximately $4 million to $5 million in total charges related to the closure. These charges include approximately $3 million to $4 million in employee-related expenses, including severance payments and retention incentives. During the three month period ended June 30, 2015, HSN recognized $3.0 million in employee-related costs which are included in "General and administrative” operating expenses in the accompanying consolidated statements of operations.

A summary of HSNi’s liability associated with exit activities, which is recorded in “Accrued expenses and other current liabilities” ~~and “Other long-term liabilities”~~ in the accompanying consolidated balance sheets, are presented in the following table (in thousands):

Employee Related Costs
Balance at January 1, 2015 $ —
Provisions 3,032
Settlements —
Adjustments —
Balance at June 30, 2015 $ 3,032



	Employee Related Costs
Balance at January 1, 2016	$	3,221
Provisions	—
Payments	(10		)
Adjustments	—
Balance at June 30, 2016	$	3,211

NOTE 14—ASSETS HELD FOR SALE AND SUBSEQUENT EVENT

During the second quarter of 2016, HSNi committed to a plan to sell Chasing Fireflies and TravelSmith, two of the apparel brands included within the Cornerstone segment. HSNi determined the sale of these businesses would not represent a strategic shift in its business nor will it have a major effect on its consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the consolidated financial statements as a discontinued operation.

The net assets and liabilities of Chasing Fireflies and TravelSmith were measured at their fair value less the estimated costs to sell resulting in a non-cash asset impairment charge of $20.4 million recorded in the second quarter of 2016. This impairment charge is recorded in the consolidated statements of operations in the line item “Asset impairment.” The assets are largely represented by $23.6 million of inventory and, net of impairment charges of $20.4 million, total $9.8 million and have been reclassified to “Prepaid expenses and other current assets” and approximately $5.5 million of current liabilities have been reclassified to “Accrued expenses and other current liabilities" as of June 30, 2016 in the accompanying balance sheet.

In July 2016, HSNi entered into a non-binding letter of intent with an exclusivity period of 30 days to sell its TravelSmith and Chasing Fireflies businesses.



ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), which are based on management’s exercise of business judgment, as well as assumptions made by and information currently available to management. When used in this document, the words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and words of similar import, are intended to identify any forward-looking statements. These forward-looking statements include, among other things, statements relating to the following: ~~HSNi’s~~ future financial performance, ~~HSNi’s~~ business prospects and strategy, anticipated trends and prospects in the various markets in which HSNi’s businesses operate and other similar matters. These forward-looking statements relate to expectations concerning matters that are not historical fact and are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance.

Should one or more of these uncertainties, risks or changes in circumstances materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those described under “Risk Factors,” included in HSNi's Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 and the following:

the influence of the macroeconomic environment and its impact on consumer confidence and spending levels;

our ability to attract new and retain existing customers in a cost-effective manner;

our exposure to intense competition and our ability to effectively compete for customers;

changes in our relationships with pay television operators, vendors, manufacturers and other third parties;

failure to attract and retain television viewers and secure a suitable programming tier of carriage and channel placement for the HSN television network programming;

changes in product shipping and handling costs particularly if we are unable to offset them;

any technological or regulatory developments that could negatively impact the way we do business, including developments requiring us to collect and remit state and local sales and use taxes;

risks associated with possible systems failures and/or security breaches, including, any security breach that results in the theft, transfer or unauthorized disclosure 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;

our ability to offer new or innovative products and services through various platforms in a cost effective manner and consumer acceptance of these products and services;

risks associated with ~~litigation;~~litigation, audits, claims and assessments;

risks associated with acquisitions including the ability to successfully integrate new businesses and achieve expected benefits and results; and

the loss of any key member of our senior management team.

Other unknown or unpredictable factors that could also adversely affect HSNi’s business, financial condition and results of operations may arise from time to time.

You should not place undue reliance on these forward-looking statements. All written or oral forward-looking statements that are made or are attributable to us are expressly qualified in their entirety by this cautionary notice. Such forward-looking statements speak only to the date such statements are made and we do not undertake to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we

can give no assurance that our expectations will materialize. Historical results should not be considered an indication of future performance.

Results of Operations

Net Sales

Net sales primarily relate to the sale of merchandise, including shipping and handling fees, and are reduced by incentive discounts and actual and estimated sales returns. Sales taxes collected are not included in net sales. Digital sales include sales placed through our ~~internet~~ websites and our mobile applications using tablets and smart phones.

Revenue is recorded when delivery to the customer has occurred. Delivery is considered to have occurred when the customer takes title and assumes the risks and rewards of ownership, which is generally on the date of shipment. HSNi’s sales policy allows customers to return virtually all merchandise for a full refund or exchange, subject to pre-established time restrictions.


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2015		Change	2014		2015		Change	2014		2016		Change	2015		2016		Change	2015
	(Dollars in thousands)					(Dollars in thousands)					(Dollars in thousands)					(Dollars in thousands)
HSN	$	572,304	3%	$	556,488	$	1,172,796	7%	$	1,100,975	$	557,163	(3)%	$	572,304	$	1,135,547	(3)%	$	1,172,796
Cornerstone	313,338		5%	298,716		554,733		4%	531,649		297,145		(5)%	313,338		535,527		(3)%	554,733
Total HSNi net sales	$	885,642	4%	$	855,204	$	1,727,529	6%	$	1,632,624	$	854,308	(4)%	$	885,642	$	1,671,074	(3)%	$	1,727,529

HSNi net sales in the second quarter of ~~2015 increased~~2016 decreased 4%, or ~~$30.4~~$31.3 million, due to a 3% sales ~~growth~~decline at HSN and a 5% ~~sales growth~~decline at Cornerstone. HSNi’s results were impacted by its deliberate actions to reposition the business while navigating through a highly promotional retail environment and the impact of a weaker season in the outdoor category. HSNi expects it will continue to be impacted in the third quarter of 2016 by the competitive retail landscape as well as potential viewership distractions such as the presidential election process and the Summer Olympics. Digital sales, which remain a key area of strategic focus as HSNi pursues opportunities to optimize its content across multiple distributed commerce platforms, grew ~~11% with~~2%

compared to the prior year. Digital sales penetration ~~increasing 330~~increased 270 basis points to ~~49.9%~~52.6%. Gross units shipped in the second quarter of ~~2015 were flat~~2016 decreased 3% to ~~last year at 14.7~~14.2 million ~~but~~and the average price point ~~increased 3%~~decreased 1% to ~~$66.98.~~$66.40.

HSNi net sales in the six months ended June 30, ~~2015 increased 6%~~2016 decreased 3%, or ~~$94.9~~$56.5 million, due to 7%a 3% sales ~~growth~~decline at HSN and ~~4% sales growth~~a 3% decline at Cornerstone. Digital sales grew ~~12%~~2% with penetration increasing ~~260~~280 basis points to ~~49.3%~~52.1%. Gross units shipped ~~increased~~in the six months ended June 30, 2016 decreased 2% to ~~29.9~~29.2 million and the average price point ~~increased 3%~~decreased 2% to ~~$64.37.~~$63.11.

HSN

HSN net sales in the second quarter of ~~2015 increased~~2016 decreased 3%, or ~~$15.8 million with strong sales growth~~$15.1 million. Sales grew in ~~apparel & accessories~~electronics and ~~electronics,~~beauty, offset by decreases in ~~jewelry~~other product categories and ~~home. These results include~~in shipping and handling revenues. Approximately one-third of the decline in net sales ~~associated with~~was attributable to the conclusion of a direct-response television marketing campaign ~~that started during~~in the ~~fourth quarter of 2014~~prior quarter. Shipping and ~~contributed~~handling revenues decreased primarily due to ~~1% of this growth.~~an increase in shipping and handling promotions, a trend we expect to continue. Digital sales grew ~~11% and~~5% with penetration ~~increased 310~~increasing 330 basis points to ~~40.3%~~43.6%. The return rate ~~decreased 70~~improved 60 basis points from ~~18.7%~~18.0% to ~~18.0% primarily due to changes in sales mix to categories with lower return rates. Gross units~~17.4%. Units shipped ~~increased~~decreased 2% to ~~11.4~~11.1 million and average price point ~~increased 1%~~decreased 2% to ~~$58.20.~~

$57.26.

HSN net sales in the six months ended June 30, ~~2015 increased 7%~~2016 decreased 3%, or ~~$71.8 million due to strong sales growth~~$37.2 million. Sales grew in ~~Apparel & Accessories~~electronics, wellness and ~~Home & Other,~~culinary largely driven by increases in air-time on the HSN networks, offset by ~~a decrease~~decreases in ~~Jewelry. Included within Home & Other are~~other categories and in shipping and handling revenues. Approximately half of the decline in net sales ~~associated with~~was attributable to the conclusion of a direct-response television marketing campaign ~~that started~~ during the ~~fourth quarter of 2014~~prior quarter. Shipping and ~~contributed~~handling revenues decreased primarily due to ~~2% of total sales growth.~~an increase in shipping and handling promotions. Digital sales grew ~~15%~~4% and penetration increased ~~290~~320 basis points to ~~40.5%~~43.7%. The return rate ~~decreased~~improved 70 basis points from ~~18.5%~~17.8% to ~~17.8%~~17.1% primarily due to ~~changes~~a shift in sales mix to categories with lower return rates. ~~Gross units~~Units shipped ~~increased 5%~~decreased 1% to ~~23.4~~23.2 million and average price point ~~increased 1%~~decreased 4% to ~~$57.74.~~$55.66.

Divisional retail product sales mix at HSN is provided in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Jewelry	9.6	%	11.5	%	9.4	%	11.1	%	9.2	%	9.6	%	8.8	%	9.4	%
Fashion (apparel & accessories)	18.3	%	15.8	%	16.7	%	15.4	%	18.3	%	18.4	%	16.9	%	16.7	%
Beauty & Health	28.0	%	29.6	%	29.2	%	29.5	%
Beauty & Health (including beauty, wellness and fitness)									24.0	%	24.8	%	25.3	%	25.6	%
Home & Other (including home, electronics, culinary and other)(a)	44.1	%	43.1	%	44.7	%	44.0	%	48.5	%	47.2	%	49.0	%	48.3	%
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(a) Includes product sold through direct-response television marketing.									(a) Includes product sold through direct-response television marketing.

Cornerstone

Cornerstone net sales in the second quarter of ~~2015 increased~~2016 decreased 5%, or ~~$14.6~~$16.2 million, ~~primarily due to growth~~driven by weakness in the outdoor category within the home ~~brands.~~brands and by lower catalog circulation. The home brands, particularly in the luxury market, were impacted by a highly competitive environment leading to increased promotional activity to drive sales demand. Digital sales ~~grew 10% and~~decreased 2% but penetration increased ~~330~~200 basis points to ~~67.4%~~69.4%. Catalog circulation ~~increased 3% compared~~decreased 6% to ~~the prior year~~80.7 million driven by a strategic decision to ~~85.9 million.~~reduce circulation in certain brands. The return rate ~~increased 50 basis points~~was 12.5% compared to 12.7%. in the prior year. Cornerstone had 14 retail and outlet stores open as of June 30, 2016 compared to 11 in the prior year.

Cornerstone net sales in the six months ended June 30, ~~2015 increased 4%~~2016 decreased 3%, or ~~$23.1 million. The increase in net sales was~~$19.2 million, driven by ~~sales growth in the home brands, partially offset by~~ lower ~~sales in the apparel brands.~~catalog circulation. Catalog circulation was 164.4 million, a decrease of 3% compared to prior year. Digital sales ~~grew 8% with~~were relatively unchanged but digital sales penetration ~~increasing~~increased 200 basis points to ~~67.7%, up from 65.7% in the prior year. Catalog circulation increased 3% compared to the prior year to 169.6 million.~~69.7%. The return rate was ~~13.0%~~12.8% compared to ~~12.9%~~13.0% in the prior year.

The brand mix at Cornerstone is provided in the table below (as a percentage of net sales):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014		2016		2015		2016		2015
Home brands (Ballard Designs, Frontgate, Grandin Road and Improvements)(a)	83.1	%	82.0	%	79.7	%	78.2	%	83.5	%	83.1	%	80.5	%	79.7	%
Apparel brands (Chasing Fireflies, Garnet Hill and TravelSmith)(a)	16.9	%	18.0	%	20.3	%	21.8	%	16.5	%	16.9	%	19.5	%	20.3	%
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(a) Classification is based on the brands' primary product category of which it sells; however, each brand sells products from other categories, to a lesser extent.									(a) Classification is based on the brands' primary product category of which it sells; however, each brand sells products from other categories, to a lesser extent.

Cost of Sales and Gross Profit

Cost of sales consists primarily of the cost of products sold, shipping and handling costs and compensation and other employee-related costs for personnel engaged in supply chain functions. Cost of products sold includes merchandise cost, inbound freight and duties and certain allocable general and administrative costs, including certain warehouse costs.


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2015			Change	2014			2015			Change	2014			2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)
Gross profit:
HSN	$	209,273		7%	$	196,486		$	416,802		8%	$	387,075		$	197,115		(6)%	$	209,273		$	396,400		(5)%	$	416,802
HSN gross margin percentage	36.6		%	130 bp	35.3		%	35.5		%	30 bp	35.2		%
As a percentage of HSN net sales															35.4		%	(120 bps)	36.6		%	34.9		%	(60 bps)	35.5		%
Cornerstone	$	127,264		9%	$	116,649		$	219,940		9%	$	201,834		$	114,709		(10)%	$	127,264		$	204,902		(7)%	$	219,940
Cornerstone gross margin percentage	40.6		%	150 bp	39.1		%	39.6		%	160 bp	38.0		%
As a percentage of Cornerstone net sales															38.6		%	(200 bps)	40.6		%	38.3		%	(130 bps)	39.6		%
HSNi	$	336,537		7%	$	313,135		$	636,742		8%	$	588,909		$	311,824		(7)%	$	336,537		$	601,302		(6)%	$	636,742
HSNi gross margin percentage	38.0		%	140 bp	36.6		%	36.9		%	80 bp	36.1		%
As a percentage of HSNi net sales															36.5		%	(150 bps)	38.0		%	36.0		%	(90 bps)	36.9		%

bp = basis points

HSN

Gross profit for HSN in the second quarter of ~~2015 increased 7%~~2016 decreased 6%, or ~~$12.8~~$12.2 million. Gross ~~margin increased 130~~profit as a percentage of net sales decreased 120 basis points to ~~36.6%~~35.4% primarily due to an increase in shipping promotions, higher inventory reserves and changes in product mix. The change in the rate was also negatively impacted by favorable settlements of vendor ~~settlements and lower inventory-related costs including inbound freight and duties.~~claims in the prior year. HSN continues to carry excess inventories in certain product categories that could create future margin pressure in the form of markdowns.

Gross profit for HSN in the six months ended June 30, ~~2015 increased 8%~~2016 decreased 5%, or ~~$29.7~~$20.4 million. Gross ~~margin increased 30~~profit as a percentage of net sales decreased 60 basis points to ~~35.5%.~~34.9% primarily due to an increase in shipping promotions and higher inventory reserves.

Cornerstone

Gross profit for Cornerstone in the second quarter of ~~2015 increased 9%~~2016 decreased 10%, or ~~$10.6 million, compared to the prior year.~~$12.6 million. Gross ~~margin increased 150~~profit as a percentage of net sales decreased 200 basis points to ~~40.6%~~38.6% primarily due to ~~improvement in overall~~lower product and shipping margins ~~particularly at Garnet Hill. The increase~~driven by higher promotional activity, most notably in the ~~product margin was primarily due to lower promotional activity and selective price increases. The increase in the shipping margin was primarily due to fewer shipping promotions.~~home brands.

Gross profit for Cornerstone in the six months ended June 30, ~~2015 increased 9%~~2016 decreased 7%, or ~~$18.1 million, compared to the prior year.~~$15.0 million. Gross ~~margin increased 160~~profit as a percentage of net sales decreased 130 basis points to ~~39.6%~~38.3% primarily due to ~~improvement in overall~~lower product and shipping margins ~~particularly at Garnet Hill. The increase~~driven by higher promotional activity, most notably in the ~~product margin was primarily due to lower promotional activity and selective price increases. The increase in shipping margin was primarily due to fewer shipping promotions.~~home brands.

Selling and Marketing Expense

Selling and marketing expense consists primarily of advertising and promotional ~~expenditures,~~expenditures; compensation and other employee-related costs (including stock-based compensation) for personnel engaged in customer service, sales and merchandising, production and programming ~~functions and~~functions; on-air distribution ~~costs.~~costs, including costs to purchase media for direct-response television marketing; and marketing partnership programs. Advertising and promotional expenditures primarily include catalog production and distribution costs and online marketing, including fees paid to search ~~engines~~engine companies and third-party distribution ~~partners.~~partners, as well as other advertising and promotional campaigns. Certain prior period amounts previously included in general and administrative expense have been reclassified to selling and marketing expense to conform to the current year's presentation.


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2015			Change	2014			2015			Change	2014			2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)
HSN	$	102,763		4%	$	99,096		$	207,519		6%	$	195,920		$	100,872		(3)%	$	103,750		$	206,441		(1)%	$	209,485
As a percentage of HSN net sales	18.0		%	20 bp	17.8		%	17.7		%	(10 bp)	17.8		%	18.1		%	-	18.1		%	18.2		%	30 bps	17.9		%
Cornerstone	$	89,173		7%	$	83,651		$	159,774		4%	$	154,066		$	87,184		(6)%	$	92,354		$	160,776		(3)%	$	165,824
As a percentage of Cornerstone net sales	28.5		%	50 bp	28.0		%	28.8		%	(20 bp)	29.0		%	29.3		%	(20 bps)	29.5		%	30.0		%	10 bps	29.9		%
HSNi	$	191,936		5%	$	182,747		$	367,293		5%	$	349,986		$	188,056		(4)%	$	196,104		$	367,217		(2)%	$	375,309
As a percentage of HSNi net sales	21.7		%	30 bp	21.4		%	21.3		%	(10 bp)	21.4		%	22.0		%	(10 bps)	22.1		%	22.0		%	30 bps	21.7		%

HSNi's selling and marketing expense in the second quarter of ~~2015 increased 5%, or $9.2~~2016 was $188.1 million, a decrease of 4% from prior year and was ~~21.7%~~22.0% of net sales compared to ~~21.4%~~22.1% in the prior year. HSNi's selling and marketing expense in the six months ended June 30, ~~2015 increased 5%, or $17.3~~2016 was $367.2 million, a decrease of 2% from prior year and was ~~21.3%~~22.0% of net sales compared to ~~21.4%~~21.7% in the prior year.

HSN

HSN's selling and marketing expense in the second quarter of ~~2015 increased 4%, or $3.7~~2016 decreased $2.9 million compared to the prior year primarily due to ~~an increase in employee-related costs, primarily for wages and healthcare, and an increase~~a decrease in media expense ~~for~~related to direct-response television ~~marketing. HSN's selling~~marketing and lower employee compensation, partially offset by higher on-air distribution costs driven by expanded carriage of HSN2. Selling and marketing expense was ~~18.0%~~18.1% of net sales, ~~compared to 17.8% in~~consistent with the prior year.

HSN's selling and marketing expense in the six months ended June 30, ~~2015 increased 6%, or $11.6~~2016 decreased $3.0 million compared to the prior year primarily due to a decrease in media expense ~~for~~related to direct-response television ~~marketing;~~marketing and ~~an increase in employee-related~~lower employee compensation expense, offset by higher on-air distribution costs ~~primarily in our call center~~driven by expanded carriage of HSN2 and ~~for healthcare costs.~~increased advertising costs related to the expansion of HSN's ~~selling~~wholesale business. Selling and marketing expense was ~~17.7%~~18.2% of net sales compared to ~~17.8%~~17.9% in the prior ~~year.~~year largely due to the timing of advertising costs to support the expansion of the wholesale business.

Cornerstone

Cornerstone's selling and marketing expense in the second quarter of ~~2015 increased 7%, or $5.5~~2016 decreased $5.2 million ~~primarily due to an increase in catalog costs driven by a 3% increase in circulation~~ and ~~an increase in employee-related costs. Cornerstone's selling and marketing expense~~ was ~~28.5%~~29.3% of net sales compared to ~~28.0%~~29.5% in the prior ~~year primarily~~year. The decrease was due to ~~an increase~~a 6% decrease in ~~employee-related~~catalog circulation and ~~marketing~~lower advertising costs, partially offset by ~~improved catalog cost leverage.~~an increase in expenses related to Cornerstone's additional retail and outlet stores. Ballard Designs is scheduled to open an additional store in the third quarter of 2016.

Cornerstone's selling and marketing expense in the six months ended June 30, ~~2015~~2016 increased ~~4% or $5.7~~$5.0 million ~~primarily due to an increase in employee-related costs~~ and ~~an increase in catalog costs driven by a 3% increase in circulation. Cornerstone's selling and marketing expense~~ was ~~28.8%~~30.0% of net sales compared to ~~29.0%~~29.9% in the prior ~~year primarily~~year. The decrease was due ~~improved~~to a 3% decrease in catalog ~~cost leverage,~~circulation and lower advertising costs, partially offset by an increase in ~~employee-related costs.~~expenses related to Cornerstone's additional retail and outlet stores.

General and Administrative Expense

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources, information technology and executive management functions; bad debts; facilities costs; and fees for professional services. Certain prior period amounts previously included in general and administrative expense have been reclassified to selling and marketing expense to conform to the current year's presentation.


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2015			Change	2014			2015			Change	2014			2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)
HSN	$	45,395		20%	$	37,890		$	85,821		13%	$	75,657		$	33,831		(24)%	$	44,407		$	70,898		(15)%	$	83,855
As a percentage of HSN net sales	7.9		%	110 bp	6.8		%	7.3		%	40 bp	6.9		%	6.1		%	(170 bps)	7.8		%	6.2		%	(100 bps)	7.2		%
Cornerstone	$	17,418		22%	$	14,328		$	33,582		3%	$	32,472		$	12,622		(11)%	$	14,238		$	25,517		(7)%	$	27,532
As a percentage of Cornerstone net sales	5.6		%	80 bp	4.8		%	6.1		%	-	6.1		%	4.2		%	(30 bps)	4.5		%	4.8		%	(20 bps)	5.0		%
HSNi	$	62,813		20%	$	52,218		$	119,403		10%	$	108,129		$	46,453		(21)%	$	58,645		$	96,415		(13)%	$	111,387
As a percentage of HSNi net sales	7.1		%	100 bp	6.1		%	6.9		%	30 bp	6.6		%	5.4		%	(120 bps)	6.6		%	5.8		%	(60 bps)	6.4		%

HSNi’s general and administrative expense in the second quarter of ~~2015 increased 20%~~2016 decreased 21%, or ~~$10.6~~$12.2 million, and was ~~7.1%~~5.4% of net sales compared to ~~6.1%~~6.6% in the prior year. HSNi’s general and administrative expense in the six months ended June 30, ~~2015 increased 10%~~2016 decreased 13%, or ~~$11.3~~$15.0 million, and was ~~6.9%~~5.8% of net sales compared to ~~6.6%~~6.4% in the prior year.

HSN

HSN's general and administrative expense in the second quarter of ~~2015 increased 20%~~2016 decreased 24%, or ~~$7.5~~$10.6 million, and was ~~7.9%~~6.1% of net sales compared to ~~6.8%~~7.8% in the prior year. The ~~increase~~decrease is primarily due to lower employee-related costs, particularly for performance-based incentives, a decrease in bad debt expense and $3.0 million in costs accrued in the prior year for the planned closure of its Virginia distribution center, an increase of $3.0 million in bad debt expense and an increase in employee-related costs. The increase in bad debt expense is the result of changes in sales mix in addition to higher than anticipated write-offs of Flexpay receivables in certain product categories (primarily electronics), a portion of which relates to sales recorded in prior periods.center.

HSN's general and administrative expense in the six months ended June 30, ~~2015 increased 13%~~2016 decreased 15%, or ~~$10.2~~$13.0 million, and was ~~7.3%~~6.2% of net sales compared to ~~6.9%~~7.2% in the prior year. The ~~increase~~decrease is primarily due to lower employee-related costs, particularly for performance-based incentives and severance, a ~~$3.4 million increase~~decrease in bad debt ~~expense;~~expense and $3.0 million in costs accrued in the prior year for the planned closure of its Virginia distribution ~~center; and increases in employee and warehouse-related costs.~~center.

HSN’s general and administrative expenses for ~~the three and six months ended June 30,~~ 2015 include ~~approximately~~ $3.0 million related to the planned closure of its Roanoke, Virginia distribution center. The facility closure ~~that will~~is planned to occur in ~~2016 is~~2017 as part of HSNi’s supply chain optimization initiative that will include the consolidation of two distribution centers and is designed to increase operational efficiencies and enhance customer service. As part of this initiative, ~~HSN~~HSNi will be expanding the capabilities of its Piney Flats, Tennessee distribution ~~center.~~center through automation of the facility. HSNi expects to incur approximately $4 million to $5 million in total charges related to the closure of the Virginia facility. These charges include approximately $3 million to $4 million in employee-related expenses, including severance payments and retention incentives. The project has experienced certain implementation delays; however, we expect to realize the financial benefits associated with the supply chain optimization initiative, including labor and transportation savings, ~~are expected to be realized beginning in the second half of 2016.~~when implemented. HSNi expects to ~~use~~utilize much of these savings to remain competitive in the marketplace, including initiatives to drive future sales growth and enhance customer service.

Cornerstone

Cornerstone's general and administrative expense in the second quarter of ~~2015 increased 22%~~2016 decreased 11%, or ~~$3.1~~$1.6 million, due to decreases in employee-related costs, primarily performance-based incentives, and consulting costs. Cornerstone's general and administrative expense was ~~5.6%~~4.2% of net sales, compared to ~~4.8%~~4.5% in the prior year. ~~The increase was due to an increase in employee-related costs, primarily for performance-based incentives, and consulting costs.~~

Cornerstone's general and administrative expense in the six months ended June 30, ~~2015 increased 3%~~2016 decreased 7%, or ~~$1.1~~$2.0 million, ~~primarily~~ due to ~~an increase~~decreases in employee-related costs, ~~driven by for~~primarily performance-based incentives, and consulting ~~costs, offset by a $3.1 million charge related to a settlement in the prior year with the Consumer Product Safety Commission ("CPSC").~~costs. Cornerstone's general and administrative expense was ~~6.1%~~4.8% of net sales, ~~consistent with~~compared to 5.0% in the prior year.

Depreciation and Amortization


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2015			Change	2014			2015			Change	2014			2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)
HSN	$	7,590		2%	$	7,423		$	15,008		1%	$	14,860		$	7,275		(4)%	$	7,590		$	14,278		(5)%	$	15,008
Cornerstone	3,495			3%	3,380			7,326			9%	6,699			3,426			(2)%	3,495			6,949			(5)%	7,326
HSNi	$	11,085		3%	$	10,803		$	22,334		4%	$	21,559		$	10,701		(3)%	$	11,085		$	21,227		(5)%	$	22,334
As a percentage of HSNi net sales	1.3		%	-	1.3		%	1.3		%	-	1.3		%	1.3		%	-	1.3		%	1.3		%	-	1.3		%

Depreciation and amortization in the second quarter of ~~2015 increased~~2016 decreased 3%, or $0.3 million, compared to the prior year. The increase was primarily due to the incremental depreciation associated with recent investments in our distribution centers, information technology, digital commerce and infrastructure.

$0.4 million. Depreciation and amortization in the six months ended June 30, ~~2015 increased 4%~~2016 decreased 5%, or ~~$0.8~~$1.1 million. The capital expenditures related to HSN's warehouse automation project is expected to be put into service in the second half of 2016.

Asset Impairment

During the second quarter of 2016, HSNi committed to a plan to sell Chasing Fireflies and TravelSmith, two of the apparel brands included within the Cornerstone segment. The assets and liabilities of the two brands were classified as held for sale as of June 30, 2016 and measured at their fair values less the estimated selling costs. As a result, Cornerstone recorded a non-cash asset impairment charge of $20.4 million in the second quarter of 2016.

Net sales for Chasing Fireflies and TravelSmith were $16.5 million and $31.5 million for the three and six month periods ended June 30, 2016, respectively, and were $99.6 million for the year ended December 31, 2015. The pre-tax operating loss for the two brands, excluding asset impairment charges, was approximately $4 million and $9 million for the three and six month periods ended June 30, 2016 and $12 million for the year ended December 31, 2015. Included in these results are fixed costs (approximately $7 million on an annual basis) which will be wholly or partially reabsorbed by the remaining Cornerstone brands following the divestitures. See Note 14 of Notes to Consolidated Financial Statements for further discussion.

In July 2016, HSNi entered into a non-binding letter of intent with an exclusivity period of 30 days to sell its Chasing Fireflies and TravelSmith businesses. Assuming the parties can reach a final agreement, HSNi expects the transaction to close in the third quarter of 2016. Future cash expenditures of approximately $2 million, consisting primarily of estimated selling costs that have been accrued and included in the fair value measurement of the assets held for sale as of June 30, 2016, are expected to be incurred in the third quarter of 2016.

Operating Income (Loss)



	Three Months Ended June 30,							Six Months Ended June 30,
	2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)
HSN	$	55,138		3%	$	53,525		$	104,783		(3)%	$	108,453
As a percentage of HSN net sales	9.9		%	50 bps	9.4		%	9.2		%	-	9.2		%
Cornerstone	$	(8,924	)	(152)%	$	17,178		$	(8,740	)	(145)%	$	19,259
As a percentage of Cornerstone net sales	(3.0		)%	(850 bps)	5.5		%	(1.6		)%	(510 bps)	3.5		%
HSNi	$	46,214		(35)%	$	70,703		$	96,043		(25)%	$	127,712
As a percentage of HSNi net sales	5.4		%	(260 bps)	8.0		%	5.7		%	(170 bps)	7.4		%

HSNi's operating income in the second quarter of 2016, which includes a non-cash asset impairment charge of $20.4 million discussed above, decreased 35%, or $24.5 million, and was 5.4% of net sales compared to 8.0% in the prior year. HSN's operating income in the second quarter of 2016 increased 3%, or $1.6 million, and was 9.9% of net sales compared to 9.4% in the prior year. The increase was ~~primarily~~driven by improved operating expense leverage partially offset by decreases in net sales and in gross profit as a percentage of net sales. Cornerstone's operating loss in the second quarter of 2016 was $8.9 million compared to operating income of $17.2 million in the prior year. The decrease is due to the ~~incremental depreciation associated~~$20.4 million non-cash asset impairment charge and the $12.6 million decrease in gross profit attributable to the 5% decrease in net sales and lower gross profit rate.

HSNi's operating income in the six months ended June 30, 2016 decreased 25%, or $31.7 million, and was 5.7% of net sales compared to 7.4% in the prior year. HSN's operating income in the six months ended June 30, 2016 decreased 3%, or $3.7 million, and was 9.2%, consistent with ~~recent investments~~the prior year. The decline was driven by decreases in ~~our distribution centers, information technology~~net sales and ~~infrastructure.~~

in gross profit as a percentage of net sales, partially offset by improved operating expense leverage. Cornerstone's operating loss in the six months ended June 30, 2016 was $8.7 million compared to operating income of $19.3 million in the prior year. The decrease is due to the $20.4 million non-cash asset impairment charge and the $15.0 million decrease in gross profit attributable to the 3% decrease in net sales and lower gross profit rate.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP ~~measure and is defined in~~measure. Please refer to Note 4 of the Notes to Consolidated Financial ~~Statements.~~Statements for the reconciliation of Adjusted EBITDA to operating income.


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2015			Change	2014			2015			Change	2014			2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)							(Dollars in thousands)
HSN	$	68,194		9%	$	62,657		$	134,384		10%	$	121,799		$	66,280		(3)%	$	68,194		$	126,971		(6)%	$	134,384
As a percentage of HSN net sales	11.9		%	60 bp	11.3		%	11.5		%	40 bp	11.1		%	11.9		%	-	11.9		%	11.2		%	(30 bps)	11.5		%
Cornerstone	$	21,831		12%	$	19,435		$	28,791		44%	$	20,051		$	16,121		(26)%	$	21,831		$	21,163		(26)%	$	28,791
As a percentage of Cornerstone net sales	7.0		%	50 bp	6.5		%	5.2		%	140 bp	3.8		%	5.4		%	(160 bps)	7.0		%	4.0		%	(120 bps)	5.2		%
HSNi	$	90,025		10%	$	82,092		$	163,175		15%	$	141,850		$	82,401		(8)%	$	90,025		$	148,134		(9)%	$	163,175
As a percentage of HSNi net sales	10.2		%	60 bp	9.6		%	9.4		%	70 bp	8.7		%	9.6		%	(60 bps)	10.2		%	8.9		%	(50 bps)	9.4		%

HSNi's Adjusted EBITDA in the second quarter of ~~2015 increased 10%~~2016 decreased 8%, or ~~$7.9~~$7.6 million, and was ~~10.2%~~9.6% of net sales compared to ~~9.6%~~10.2% in the prior year. The ~~increase~~decline was primarily ~~driven by~~due to the ~~4% growth~~decrease in net sales and ~~140 basis point improvement~~decline in gross ~~margin,~~profit as a percentage of net sales, partially offset by ~~a 7% growth in~~improved operating expense leverage. HSNi has focused on managing operating expenses through ongoing talent realignment, operational efficiencies and through strategic rationalization of Cornerstone's catalog circulation. As a result, operating expenses as a percentage of net sales (excluding non-cash charges and athe $3.0 million charge ~~associated with~~in the prior year related to the planned closure of one of HSN's distribution centers) .were 26.9% compared to 27.8% in the prior year.

HSNi's Adjusted EBITDA in the six months ended June 30, ~~2015 increased 15%~~2016 decreased 9%, or ~~$21.3~~$15.0 million, and was ~~9.4%~~8.9% of net sales compared to ~~8.7%~~9.4% in the prior year. The ~~increase~~decline was ~~driven by~~primarily due to the ~~6% growth~~decrease in net sales and ~~80 basis point improvement~~decline in gross ~~margin,~~profit as a percentage of net sales, partially offset by improved operating expense leverage. Operating expenses as a ~~6% growth in operating expenses~~percentage of net sales (excluding non-cash charges and athe $3.0 million charge ~~associated with~~in the prior year related to the planned closure of one of HSN's distribution centers). were 27.1% compared to 27.4% in the prior year.

HSN

HSN's Adjusted EBITDA infor the second quarter of ~~2015 increased 9%~~2016 decreased 3%, or ~~$5.5~~$1.9 million, and was 11.9% of net sales, ~~compared to 11.3% in the~~consistent with prior year. The ~~increase~~decline was primarily due to the ~~3% growth~~decrease in net sales and ~~130 basis point improvement~~decline in gross ~~margin,~~profit as a percentage of net sales, partially offset by improved operating expense leverage. Operating expenses as a ~~5% increase in operating expenses~~percentage of net sales (excluding non-cash charges and athe $3.0 million charge ~~associated with~~in the prior year related to the planned closure of ~~its Virginia~~one of HSN's distribution ~~center) primarily related~~centers) were 23.5% compared to ~~employee-related costs, bad debt expense and media spend for direct-response television marketing.~~24.7% in the prior year.

HSN's Adjusted EBITDA for the six months ended June 30, ~~2015 increased 10%~~2016 decreased 6%, or ~~$12.6~~$7.4 million, and was ~~11.5%~~11.2% of net sales compared to ~~11.1%~~11.5% in the prior year. The ~~increase~~decline was primarily due to the ~~7% growth~~decrease in net sales and ~~30 basis point improvement~~decline in gross ~~margin,~~profit as a percentage of net sales, partially offset by ~~a 6% growth in~~improved operating expenses (excluding non-cash charges and a $3.0 million charge associated with the planned closure of its Virginia distribution center) primarily related to employee-related costs, media spend for direct-response television marketing and bad debt expense.

~~Cornerstone~~

Cornerstone's second quarter Adjusted EBITDA increased 12%, or $2.4 million, primarily due to strong performance at Garnet Hill and Frontgate. Adjusted EBITDA was 7.0% of net sales compared to 6.5% in the prior year. The increase was due to the 150 basis point improvement in gross margin, partially offset by the 110 basis point increase in operatingexpense leverage. Operating expenses as a percentage of net sales (excluding non-cash ~~charges). The increase~~charges and the $3.0 million charge in ~~operating expenses as a percent~~the prior year related to the planned closure of one of HSN's distribution centers) were 23.7% compared to 24.1% in the prior year.

Cornerstone

Cornerstone's Adjusted EBITDA for the second quarter of 2016 decreased 26%, or $5.7 million, and was 5.4% of net sales iscompared to 7.0% in the prior year. The decline was primarily due to ~~employee-related costs, consulting costs~~a decrease in net sales and ~~an increase~~decline in ~~marketing costs.~~gross profit as a percentage of net sales, partially offset by improved operating expense leverage. Operating expenses (excluding non-cash charges) decreased $6.8 million and were 33.2% of net sales compared to 33.6% in the prior year.

Cornerstone's Adjusted EBITDA for the six months ended June 30, ~~2015 increased 44%~~2016 decreased 26%, or ~~$8.7~~$7.6 million, ~~primarily due to strong performance at Garnet Hill~~ and ~~Frontgate. Adjusted EBITDA~~ was ~~5.2%~~4.0% of net sales compared to ~~3.8%~~5.2% in the prior ~~year which~~year. The decline was primarily due to ~~the 160 basis point improvement~~a decrease in net sales and decline in gross ~~margin,~~profit as a percentage of net sales, partially offset by ~~the 20 basis point increase in~~improved operating expense leverage. Operating expenses ~~as a percent of net sales~~ (excluding non-cash ~~charges and the $3.1 million CPSC settlement). Operating expense leverage declined primarily due to higher employee-related costs and consulting costs, offset by improved catalog cost leverage.~~

~~Operating Income~~

Three Months Ended June 30,
Six Months Ended June 30,
2015 Change 2014 2015 Change 2014
(Dollars in thousands) (Dollars in thousands)
HSN $ 53,525
3% $ 52,077
$ 108,453
8% $ 100,638
As a percentage of HSN net sales 9.4 % - 9.4 % 9.2 % 10 bp 9.1 %
Cornerstone $ 17,178
12% $ 15,290
$ 19,259
124% $ 8,597
As a percentage of Cornerstone net sales 5.5 % 40 bp 5.1 % 3.5 % 190 bp 1.6 %
HSNi $ 70,703
5% $ 67,367
$ 127,712
17% $ 109,235
As a percentage of HSNi net sales 8.0 % 10 bp 7.9 % 7.4 % 70 bp 6.7 %
NM = not meaningful

~~HSNi's operating income in the second quarter of 2015 increased 5%, or $3.3~~charges) decreased $7.4 million and ~~was 8.0%~~were 34.3% of net sales compared to 7.9% in the prior year. The increase was due to 4% growth in net sales and 140 basis point improvement in gross margin, offset by a 130 basis point increase in operating expenses as a percent of net sales. Operating expenses as a percent of net sales increased primarily due to employee-related costs, a $3.0 million charge associated with the closure of one of HSN's distribution centers, an increase of $3.0 million in HSN's bad debt expense, an increase in consulting costs and an increase in media spend related to HSN's direct-response television marketing.

HSNi's operating income in the six months ended June 30, 2015 increased 17%, or $18.5 million, and was 7.4% of net sales compared to 6.7% in the prior year. The increase was driven by the 6% growth in net sales and 80 basis point improvement in gross margin, offset by a 6% growth in operating expenses. Operating expenses as a percent of net sales increased primarily due to employee-related costs, an increase in media spend related to HSN's direct-response television marketing, an increase in bad debt expense, a $3.0 million charge associated with the closure of one of HSN's distribution centers, and an increase in consulting costs, offset by the $3.1 million CPSC settlement at Cornerstone34.4% in the prior year.

Other Income (Expense)

Three Months Ended June 30, Six Months Ended June 30,
2015 Change 2014 2015 Change 2014
(Dollars in thousands) (Dollars in thousands)
Interest income $ 94
114% $ 44
$ 134
18% $ 114
Interest expense (3,974 ) 114% (1,854 ) (7,311 ) 102% (3,623 )
Total other expense, net $ (3,880 ) 114% $ (1,810 ) $ (7,177 ) 105% $ (3,509 )
As a percentage of HSNi net sales 0.4 % 20 bp 0.2 % 0.4 % 20 bp 0.2 %

On January 27, 2015, HSNi entered into a $1.25 billion five-year syndicated credit agreement ("Credit Agreement") which replaced a $600 million credit agreement that was set to expire in April 2017. HSNi drew $200 million from its term loan under the Credit Agreement on January 27, 2015 to repay its existing term loan of $228.1 million and drew the remaining $300 million from its term loan and $200 million under the revolving credit facility to fund a $524 million special cash dividend that was paid on February 19, 2015.

HSNi executed an interest rate swap with a notional amount of $187.5 million that took effect on January 31, 2014. The interest rate swap effectively fixes the floating LIBOR-based interest on $187.5 million of the outstanding term loan (under both credit agreements) resulting in a fixed rate of 2.3525% (based on HSNi's leverage ratio as of June 30, 2015).



	Three Months Ended June 30,							Six Months Ended June 30,
	2016			Change	2015			2016			Change	2015
	(Dollars in thousands)							(Dollars in thousands)
Interest income	$	245		161%	$	94		$	97		(28)%	$	134
Interest expense	(4,085		)	3%	(3,974		)	(8,084		)	11%	(7,311		)
Total other expense, net	$	(3,840	)	(1)%	$	(3,880	)	$	(7,987	)	11%	$	(7,177	)
As a percentage of HSNi net sales	0.4		%	-	0.4		%	0.5		%	10 bps	0.4		%

Interest expense for the ~~three and~~second quarter ended June 30, 2016 was $3.8 million, relatively unchanged from the prior year. Interest expense for the six months ended June 30, ~~2015~~2016 increased ~~$2.1~~$0.8 million ~~and $3.7 million, respectively. The increase in interest expense~~ compared to the prior year isprimarily due to a higher average outstanding debt balance driven by the funding of a special cash dividend in February 2015 and an increase in the interest rate, partially offset by the write-off of $0.5 million of deferred financing fees in the ~~first quarter of 2015~~prior year related to the ~~prior~~ credit ~~agreement.~~agreement that was terminated in January 2015.

Income Tax Provision

For the three and six months ended June 30, 2016, HSNi recorded a tax provisions of $15.9 million and $33.0 million, which represents effective tax rates of 37.6% and 37.5%, respectively. For the three and six months ended June 30, 2015, HSNi recorded a tax ~~provision~~provisions of $25.2 million and $45.2 million, ~~respectively,~~ which represents effective tax rates of 37.7% and 37.5%. For the three and six months ended June 30, 2014, HSNi recorded a tax provision of $24.6 million and $40.6 million, respectively, which represents effective tax rates of 37.6% and 38.4%. The change in the effective tax rate for the six month periods was primarily due to the non-deductibility of the $3.1

~~million settlement with the CPSC recognized in the first quarter of 2014.~~ , respectively.

Liquidity and Capital Resources

As of June 30, ~~2015,~~2016, HSNi had ~~$74.2~~$54.8 million of cash and cash equivalents compared to ~~$160.0~~$63.9 million as of December 31, ~~2014~~2015 and ~~$122.3~~$74.2 million as of June 30, ~~2014.~~2015.

Net cash provided by operating activities for the six months ended June 30, ~~2015~~2016 was ~~$72.3~~$88.1 million compared to ~~$28.2~~$72.3 million in the prior year, an increase of ~~$44.1 million. The increase is~~$15.8 million, primarily due to changes in working capital related to inventories and accounts receivables. There were lower investments in inventories in 2016 driven by the ~~collections~~higher than planned inventory levels at the end of ~~accounts receivable~~2015. The decrease in inventories as of June 30, 2016 compared to December 31, 2015 was impacted by the reclassification of approximately $23.6 million of inventory as assets held for sale as of June 30, 2016. As discussed in Note 14 of the Notes to the Consolidated Financial Statements, these assets were included in "Prepaid expenses and ~~improved operating performance, offset by an increase in required income tax payments. Collections of accounts receivable increased~~other current assets" in the ~~first half of 2015~~June 30, 2016 Consolidated Balance Sheet. Cash provided by accounts receivables in 2016 decreased compared to ~~the same period in~~ the prior year due to ~~the~~ higher ~~outstanding balance at year end driven by the fourth quarter's sales growth and increased customer~~ utilization of HSN's Flexpay ~~program. The increase~~offering in ~~required income tax payments is due to~~2016 and the ~~timing~~lower outstanding accounts receivable balance at the end of ~~earnings and temporary tax differences.~~

~~Inventories as of June 30,~~ 2015 compared to ~~June 30, 2014 have grown at both~~2014. HSN ~~and Cornerstone~~expects to continue to increase its offering of Flexpay, when appropriate, as ~~they normalized inventory levels~~a tool to support future sales growth and made strategic investments in certain product categories and new initiatives. These measures have resulted in inventory in 2015 increasing by 17% compared to prior year.drive profitable revenue growth.

Net cash used in investing activities for the six months ended June 30, ~~2015~~2016 was ~~$26.2~~$19.3 million and was related to capital expenditures primarily for investments in our distribution centers, including our warehouse automation project, information technology, ~~digital commerce~~Cornerstone's retail store expansion and infrastructure.

Net cash used in financing activities for the six months ended June 30, ~~2015~~2016 was ~~$131.9 million and was primarily related to the funding~~$77.9 million. Net repayments of HSNi's ~~capital return plan.~~long-term debt during the current quarter, including for the term loan and revolving credit facility, were $30.5 million. HSNi paid ~~a special cash dividend of $10.00 per common share in February 2015 and~~ quarterly cash dividends totaling $0.70 per ~~common~~ share in the first half of ~~2015,~~2016, representing an aggregate ~~payments~~payment of ~~$561.2~~$36.6 million. HSNi also paid ~~$18.3~~$10.2 million for approximately ~~278,000~~0.2 million shares of common stock repurchased during the six months ended June 30, 2015. HSNi borrowed $700 million under the Credit Agreement to repay the $228.1 million term loan that was outstanding under the prior credit agreement and to fund the payment of the special cash dividend. Additionally, HSNi had a cash inflow of $11.3 million from stock option proceeds that was offset by a cash outflow of $12.2 million used to cover withholding taxes for stock-based awards. HSNi also had $8.3 million of excess tax benefits from stock-based awards.2016.

On January 27, 2015, HSNi entered into a $1.25 billion five-year syndicated Credit Agreement. The Credit Agreement replaced the ~~existing~~prior $600 million credit agreement that was set to expire in April 2017. The Credit Agreement, which includes a $750 million revolving credit facility and a $500 million term loan, may be increased up to $1.75 billion subject to certain conditions and expires January 27, 2020. HSNi drew ~~$200~~$500 million from its term loan and $200 million under the revolving

credit facility, both under the Credit Agreement, ~~on January 27,~~in the first quarter of 2015 to repay in full its existing term loan of $228.1 million and ~~drew the remaining $300 million from its term loan and $200 million under the revolving credit facility on February 18, 2015~~ to fund the $524 million special cash dividend that was paid onin February ~~19,~~ 2015.

The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities including a maximum leverage ratio of 3.50x and a minimum interest coverage ratio of 3.00x. HSNi was in compliance with all such covenants as of June 30, 2016 with a leverage ratio of 1.8x and an interest coverage ratio of 24.0x. The Credit Agreement also contains covenants that limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions to third parties, repurchase or redeem our stock, make investments, sell assets, incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets. The Credit Agreement also contains provisions that limit the ability of HSNi to make Restricted Payments, defined as cash dividends, distribution of other property, repurchase of the Company’s common stock, prepayment or redemption of debt, etc., however, so long as the Company’s leverage ratio is below 3.00x after giving pro forma effect to any proposed Restricted Payments, the amount of such Restricted Payments are not limited. In the event the Company’s leverage ratio is equal to or greater than 3.00x or after giving pro forma effect to any proposed Restricted Payments, then such Restricted Payments are limited to $150 million in any such fiscal year. The current cash dividend of $1.40 annually per share represents a Restricted Payment of approximately $73.2 million. Dividends, loans or advances to HSNi by its subsidiaries are not restricted by the Credit Agreement.

Loans under the Credit Agreement bear interest at a per annum rate equal to a LIBOR rate plus a predetermined margin that ranges from 1.25% to 2.25% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.25% to 1.25%. HSNi can elect to borrow at either a LIBOR rate or the Base Rate and the predetermined margin is determined by HSNi's leverage ratio. HSNi pays a commitment fee ranging from 0.20% to 0.40% (based on the leverage ratio) on the unused portion of the revolving credit facility.

The amount available under the Credit Agreement is reduced by the amount of commercial and standby letters of credit issued under the revolving credit facility, which totaled ~~$13.0~~$7.0 million as of June 30, ~~2015.~~2016. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants, which may limit HSNi’s ability to draw the full amount of the facility. As of June 30, ~~2015,~~2016, the additional amount that could be borrowed under the revolving credit facility, in consideration of the financial covenants and outstanding letters of credit, was approximately ~~$562.0 million~~.$621.0 million.

To reduce our future exposure to rising interest rates under our credit facility, we entered into ~~a forward-starting swap in December 2012~~interest rate swaps that effectively ~~converts~~convert $187.5 million of our variable rate term loan ~~(under both credit agreements)~~ to a fixed-rate ~~basis beginning January 2014~~of 0.8525% through April ~~2017.~~2017, and then increases to $250.0 million through January 2020 with a fixed rate of 1.05% (in both cases the swapped fixed rate is exclusive of the credit spread under the Credit Agreement). Based on HSNi's leverage ratio as of June 30, 2016, the all-in fixed rate was 2.3525%. For additional information related to our interest rate swap, refer to Note 7 of Notes to Consolidated Financial Statements.

Effective January 27, 2015, HSNi's Board of Directors authorized a new 4 million share repurchase program which allows HSNi to purchase 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 depends 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. During the six months ended June 30, ~~2015,~~2016, HSNi repurchased approximately ~~278,000~~232,000 shares of common stock at a cost of ~~$18.3~~$11.1 million, or an average cost of ~~$66.06~~$47.92 per share. As of June 30, ~~2015,~~2016, approximately ~~3.7~~2.8 million shares remain authorized for repurchase under the program.

HSNi anticipates it will need to make capital and other expenditures in connection with the development and expansion of its operations. Our capital expenditures for fiscal ~~2015~~2016 are ~~planned at~~expected to be approximately ~~$65~~$50 million to ~~$75~~$60 million and primarily relate to investments in ~~our distribution centers, including our warehouse automation project;~~ information ~~technology;~~technology, Cornerstone's retail expansion and ~~digital commerce.~~infrastructure. HSNi’s ability to fund its cash and capital needs will be affected by its ongoing ability to generate cash from operations, the overall capacity and terms of its financing arrangements as discussed above, and access to the capital markets. HSNi believes that its cash on hand, its anticipated operating cash flows, its available unused portion of the revolving credit facility and its access to capital markets will be sufficient to fund its operating needs, capital, investing and other commitments and contingencies for the foreseeable future.

In the third quarter of ~~2015,~~2016, HSNi's Board of Directors approved a cash dividend of $0.35 per common share. The dividend will be paid on September ~~16, 2015~~22, 2016 to HSNi's record holders as of September ~~2, 2015.~~7, 2016.

~~Contractual Obligations and Commercial Commitments~~

As a result of entering into the Credit Agreement in January 2015 (as discussed in Note 6 of the Notes to the Consolidated Financial Statements), certain contractual obligations of HSNi (including long-term debt and interest on debt) have changed from the amounts disclosed in the Company's Form 10-K for the year ended December 31, 2014. The following table presents HSNi’s long-term debt and related interest obligations as of June 30, 2015:

Payments Due by Period

Total
Amounts
Committed

Less Than
1 Year
1 - 3 Years 3 - 5 Years
More Than
5 Years
(In thousands)
Long-term debt, including current maturities (a) $ 675,000
$ 12,500
$ 56,250
$ 606,250
$ —
Interest on debt (a)(b) 50,701
12,770
22,335
15,596
—
Total contractual obligations $ 725,701
$ 25,270
$ 78,585
$ 621,846
$ —


~~(a)~~	~~Long-term debt and related interest are based on HSNi's debt that was outstanding as of June 30, 2015 under its $1.25 billion Credit Agreement.~~


~~(b)~~	~~Includes interest on variable rate debt estimated using the rate in effect as of June 30, 2015, net of the impact of the interest rate swap.~~

Seasonality

HSNi is affected by seasonality, although historically our business has exhibited less seasonality than many other retail businesses. Our sales levels are generally higher in the fourth quarter.



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~At June 30, 2015~~For a description of HSNi's market risks, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in HSNi's Annual Report on Form 10-K for the year ended December 31, ~~2014, HSNi’s outstanding long-term debt was $675.0 million and $228.1 million, respectively, all of which pays interest at a variable rate, generally tied to LIBOR. Changes~~2015. No material changes have occurred in interest rates on our variable rate debt could affect our earnings. We are managing our future interest rate exposure through an interest rate swap with a notional amount of $187.5 million and a fixed rate of 0.8525% that took effect January 2014. A hypothetical 100 basis point increase in interest rates on the portion of our variable rate debt that was outstanding as of June 30, 2015 and that was not effectively hedged by the fixed-rate interest rate swap would increase our annual interest expense by approximately $4.9 million.HSNi's market risks since December 31, 2015.



ITEM 4.	CONTROLS AND PROCEDURES

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 June 30, ~~2015.~~2016. Based on that evaluation, management has concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us 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.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, ~~2015~~2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II



ITEM 1.	LEGAL PROCEEDINGS

In April 2015, a purported stockholder of the Company filed a putative class action complaint in the Court of Chancery of the State of Delaware against the Company, the members of our Board of Directors and Bank of America Corporation (“BAC”). The complaint is captioned David Shaev Profit Sharing Account v. HSN, Inc. et al., C.A. No. 10919-CB. The complaint alleges, among other things, that the members of our Board of Directors breached their fiduciary duties, and that BAC aided and abetted such breaches, in connection with the Credit Agreement dated as of January 27, 2015 (the “Credit Agreement”). The complaint alleges that the Credit Agreement contains a so-called “dead hand proxy put” provision that (a) defines the election of a majority of directors whose initial nomination arose from an actual or threatened proxy contest to be an event of default that triggers the lenders’ right to accelerate payment of the debt outstanding under the Credit Agreement; and (b) thereby coerces stockholders and entrenches the members of the Board of Directors. The complaint seeks, among other things, declaratory and injunctive relief, as well as an award of costs and disbursements including attorney’s and experts’ fees. On May 29, 2015, the Company and its lenders amended the Credit Agreement to remove the provision which is the subject of the litigation (a copy of the amendment is attached as Exhibit 10.1 to this Form 10-Q). We believe we have meritorious defenses to the claims asserted in the lawsuit including that the lawsuit is now moot. We do not believe that the loss, if any, will be material.

In the ordinary course of business, we are involved in various legal matters arising out of our operations. These matters may relate to claims involving property, personal injury, contract, intellectual property (including patent infringement), sales tax, product recalls, regulatory compliance, employment matters 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; however, litigation matters are subject to inherent uncertainties and the results of these matters cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows. Moreover, any claims or regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.

See Note 12 - Commitments and Contingencies in Part I, Item 1 for additional information regarding legal matters in which we are involved.



ITEM 1A.	RISK FACTORS

See Part I. Item 1A., “Risk Factors,” of HSNi's Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2015, for a detailed discussion of the risk factors affecting HSNi. There have been no material changes from the risk factors described in the annual report.



ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On January 27, 2015, our Board of Directors authorized us to repurchase up to 4 million shares of our common stock, principally to offset dilution related to HSNi's equity compensation programs. Under the terms of the share repurchase program, HSNi will repurchase its common stock from time to time through privately negotiated or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods. The timing of repurchases and the actual number of shares repurchased depends on a variety of factors, including the stock price, corporate and regulatory requirements, restrictions under the company’s debt obligations and other market and economic conditions. The repurchase program may be suspended or discontinued by HSNi at any time.

Below is a summary of our common stock repurchases during the second quarter of ~~2015:~~2016:

Period
Number of
Shares Purchased

Average Price
Paid Per Share

Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Maximum Number
of Shares that May
Yet Be Purchased
under the Plans or
Programs
April 1, 2015 - April 30, 2015 151,420
$ 65.51
151,420
3,730,209
May 1, 2015 - May 31, 2015 5,776
$ 67.02
5,776
3,724,433
June 1, 2015 - June 30, 2015 1,984
$ 66.92
1,984
3,722,449
159,180
$ 65.59
159,180



Period	Number of Shares Purchased	Average Price Paid Per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
April 1, 2016 - April 30, 2016	—	$	—	—	2,871,724
May 1, 2016 - May 31, 2016	8,886	$	48.01	8,886	2,862,838
June 1, 2016 - June 30, 2016	42,848	$	47.43	42,848	2,819,990
	51,734	$	47.53	51,734

Refer to Note 6 to the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis- Liquidity and Capital Resources for a discussion of restrictions on the payment of dividends.



ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None



ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable



ITEM 5.	OTHER INFORMATION

~~None~~

In July 2016, HSNi entered into a non-binding letter of intent with an exclusivity period of 30 days to sell its TravelSmith and Chasing Fireflies businesses. Assuming the parties can reach a final agreement, HSNi expects the transaction to close in the third quarter of 2016. See Note 14 of Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations.



ITEM 6.	EXHIBITS



Exhibit No.	Description of Document	Method of Filing


~~10.1~~	Amendment No. 1 to the Credit Agreement dated as of May 29, 2015 by and among HSN, Inc. and certain of its subsidiaries, Bank of America, N.A., as Administrative Agent and Collateral Agent; JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, each as a Syndication Agent; Fifth Third Bank, Regions Bank, MUFG Union Bank, Branch Banking and Trust Company, BBVA Compass Bank and PNC Bank, National Association, each as a Documentation Agent; and Bank of America Merrill Lynch, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners	~~Filed herewith~~

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith

32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith

32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith

101	The following financial information from HSNi’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, ~~2015,~~2016, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2014,~~2015, (ii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2014,~~2015, (iii) Consolidated Balance Sheets as of June 30, ~~2015,~~2016, December 31, ~~2014~~2015 and June 30, ~~2014,~~2015, (iv) Consolidated Statements of Shareholders’ Equity for the Six Months Ended June 30, ~~2015~~2016 and Year Ended December 31, ~~2014,~~2015, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2015~~2016 and ~~2014,~~2015, and (vi) Notes to the Consolidated Financial Statements.	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	HSN			Cornerstone			Total			HSN			Cornerstone			Total
Adjusted EBITDA	$	134,384		$	28,791		$	163,175		$	121,799		$	20,051		$	141,850
Stock-based compensation expense	(7,226		)	(2,198		)	(9,424		)	(6,197		)	(1,613		)	(7,810		)
Depreciation and amortization	(15,008		)	(7,326		)	(22,334		)	(14,860		)	(6,699		)	(21,559		)
Distribution center closure (a)	(3,032		)	—			(3,032		)	—			—			—
CPSC settlement (b)	—			—			—			—			(3,100		)	(3,100		)
Loss on disposition of fixed assets	(665		)	(8		)	(673		)	(104		)	(42		)	(146		)
Operating income	$	108,453		$	19,259		127,712			$	100,638		$	8,597		109,235
Total other expense, net							(7,177		)							(3,509		)
Income before income taxes							120,535									105,726
Income tax provision							(45,214		)							(40,604		)
Net income							$	75,321								$	65,122



	Outstanding				Exercisable
	Number Outstanding at June 30, 2015	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Number Exercisable at June 30, 2015	Weighted Average Exercise Price
$0.00 to $9.99	106,698	$	4.92	3.5	106,698	$	4.92
$10.00 to $19.99	79,253	15.46		3.3	79,253	15.46
$20.00 to $29.99	57,541	25.86		5.6	57,541	25.86
$30.00 to $39.99	866,090	35.06		4.6	866,090	35.06
$40.00 to $49.99	415,433	47.73		8.6	126,164	47.73
$50.00 to $59.99	304,242	51.57		7.7	182,798	51.58
$60.00 to $69.99	494,943	65.24		9.6	—	—
	2,324,200				1,418,544



	Employee Related Costs
Balance at January 1, 2015	$	—
Provisions	3,032
Settlements	—
Adjustments	—
Balance at June 30, 2015	$	3,032



	Payments Due by Period
	Total Amounts Committed		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
	(In thousands)
Long-term debt, including current maturities (a)	$	675,000	$	12,500	$	56,250	$	606,250	$	—
Interest on debt (a)(b)	50,701		12,770		22,335		15,596		—
Total contractual obligations	$	725,701	$	25,270	$	78,585	$	621,846	$	—

Date: August ~~6, 2015~~4, 2016

/S/ JUDY A. SCHMELING

Judy A. Schmeling,
Chief Operating Officer and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)