Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity (Note)

v3.6.0.2
Shareholders' Equity (Note)
 12 Months Ended
Dec. 31, 2016
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 (Loss) Income
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, 2016, 2015 and 2014 (in thousands):
 
 
2016
 
2015
 
2014
Accumulated other comprehensive (loss) income as of January 1,
 
$
(95
)
 
$
127

 
$
354

Other comprehensive income (loss) before reclassifications
 
3,018

 
(1,620
)
 
(1,581
)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statements of operations
 
707

 
1,263

 
1,215

Income tax (expense) benefit
 
(1,410
)
 
135

 
139

Other comprehensive income (loss), net of tax
 
2,315

 
(222
)
 
(227
)
Accumulated other comprehensive income (loss) as of December 31,
 
$
2,220

 
$
(95
)
 
$
127


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.  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.
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. As of December 31, 2016, approximately 2.7 million shares remained authorized for repurchase under the program.

The following table summarizes HSNi's share repurchase activity (in thousands, except per share data):
 
 
2016
 
2015
 
2014
Number of shares repurchased and retired
 
357

 
948

 
1,011

Average price per share
 
$
46.45

 
$
61.73

 
$
54.87

Total cost
 
$
16,567

 
$
58,510

 
$
55,467


Dividend Policy
During the year ended December 31, 2016, HSNi's Board of Directors approved four quarterly cash dividends totaling $1.40 per common share resulting in dividend payments of approximately $73.2 million. During the year ended December 31, 2015, HSNi’s Board of Directors approved four quarterly cash dividends totaling $1.40 per common share and a special cash dividend of $10.00 per common share that was payable February 19, 2015 resulting in aggregate dividend payments of approximately $597.9 million.
In February 2017, HSNi's Board of Directors approved a quarterly cash dividend of $0.35 per common share. The dividend will be paid March 22, 2017 to HSNi's record holders as of March 8, 2017.