UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2012

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)

Securities
registered pursuant to Section 12(b) of the Act:



|                                                                                             |  |                                                         
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------------------
|Title of each class                                                                          |  | Name of exchange on which registered                    
|Common Stock, par value $0.01
 Series A Junior Participating
Preferred Stock Purchase Rights |  | NASDAQ Global Select Market
 NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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   ̈

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

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

The aggregate market value of the registrants outstanding common stock held by non-affiliates as of June 30, 2012 (the
registrants most recently completed second fiscal quarter), was $1,417,624,297 (based on a closing price of $40.35 per share for the registrants common stock on the NASDAQ Global Select Market).

As of February 21, 2013, the registrant had 55,082,030 shares of common stock, $0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the 2013 Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission no later than 120 days after the end of the
registrants 2012 fiscal year end are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.









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EXPLANATORY NOTE

This Form 10-K/A is being filed as Amendment No. 1 to the Form 10-K of HSN, Inc. filed with the U.S. Securities and Exchange Commission on February 21, 2013 for the purpose of amending the
Consent of Independent Registered Certified Public Accounting Firm to provide the name and electronic signature of Ernst & Young LLP and correct an incorrect date reference. There are no other changes to the consent.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



|                        |  |  |  |           |  |                                                                      
|----------------------- |  |  |  | --------- |  | ---------------------------------------------------------------------
|                        |  |  |  | HSN, INC.
|                        |  |  | 
|Date: February 21, 2013 |  |  |  | By:       |  | /S/ MINDY
GROSSMAN                                                   
|                        |  |  |  |           |  | Mindy Grossman, Chief Executive Officer (Principal Executive
Officer)



|                        |  |  |  |     |  |                                                                                        
|----------------------- |  |  |  | --- |  | ---------------------------------------------------------------------------------------
|Date: February 21, 2013 |  |  |  | By: |  | /S/ JUDY A.
SCHMELING                                                                  
|                        |  |  |  |     |  | Judy A. Schmeling, Chief Financial Officer (Principal Financial and Accounting
Officer)



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                             
|            | 
|23.1        |  | Consent of Independent Registered Certified Accounting Firm                                                                                                                         
|            | 
|31.1        |  | Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.         
|            | 
|31.2        |  | Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.         
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.