Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity (Note)

v2.4.1.9
Shareholders' Equity (Note)
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
SHAREHOLDERS’ EQUITY
Stock Purchase Rights
In December 2008, HSNi’s Board of Directors approved the creation of a Series A Junior Participating Preferred Stock, adopted a shareholders rights plan and declared a dividend of one right for each outstanding share of common stock held by our shareholders of record as of the close of business on January 5, 2009. The rights attached to any additional shares of common stock issued after January 5, 2009. Initially, these rights, which trade with the shares of HSNi’s common stock, will not be exercisable. Under the rights plan, these rights will be exercisable if a person or group acquires or commences a tender or exchange offer for 15% or more of HSNi’s common stock (except for certain grandfathered persons, such as Liberty, to which higher thresholds apply). If the rights become exercisable, each right will permit its holder, other than the “acquiring person,” to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an “acquiring person” on terms not approved by HSNi’s Board of Directors.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive 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) for the years ended December 31, 2014, 2013 and 2012 (in thousands):
 
 
2014
 
2013
 
2012
Accumulated other comprehensive income (loss) as of January 1,
 
$
354

 
$
(471
)
 
$
—

Other comprehensive (loss) income before reclassifications
 
(1,581
)
 
1,329

 
(755
)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations
 
1,215

 
—

 
—

Income tax (benefit) expense
 
139

 
(504
)
 
284

Other comprehensive income, net of tax
 
(227
)
 
825

 
(471
)
Accumulated other comprehensive income (loss) as of December 31,
 
$
127

 
$
354

 
$
(471
)


Share Repurchase Program
On 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. For the year ended December 31, 2014, HSNi acquired approximately 1.0 million shares of outstanding common stock for $55.5 million under the program at an average price of $54.87. For the year ended December 31, 2013, HSNi acquired approximately 2.7 million shares of outstanding common stock for $146.9 million under the program at an average price of $53.67. In July 2014, HSNi completed its 10 million share repurchase program at an aggregate cost of $451.0 million, representing an average cost of $45.10 per share. All shares were immediately retired upon purchase.
On January 27, 2015, HSNi's Board of Directors approved a new share repurchase program which will allow HSNi to purchase up to 4 million shares of its common stock. The timing of any repurchases and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, restrictions under HSNi’s debt obligations and other market and economic conditions. See discussion of new share repurchase program in Note 21-Subsequent Events.
Dividend Policy
During the year ended December 31, 2014, HSNi's Board of Directors approved four quarterly cash dividends totaling $1.10 per common share resulting in aggregate dividend payments of approximately $57.8 million. During the year ended December 31, 2013, HSNi’s Board of Directors approved four quarterly cash dividends totaling $0.79 per common share resulting in a dividend payment of approximately $42.3 million.
In January 2015, HSNi's Board of Directors approved a special cash dividend of $10.00 per common share, representing $524 million in the aggregate, that will be paid February 19, 2015 to HSNi record holders as of February 9, 2015. In February 2015, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share. The dividend will be paid March 25, 2014 to HSNi's record holders as of March 11, 2014. See discussion of special cash dividend in Note 21-Subsequent Events.