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Table of Contents
NOTE 15—SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental Disclosure of Cash Flow Information:
NOTE 16—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.
Share Repurchase Program
On September 27, 2011, HSNi’s Board of Directors approved a share repurchase program which allows HSNi to purchase 10 million
shares of its common stock from time to time through privately negotiated and/or open market transactions. The timing of any repurchases and
actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements,
restrictions under HSNi’s debt obligations and other market and economic conditions. The repurchase program may be suspended or
discontinued by HSNi at any time. For the year ended December 31, 2012, we acquired approximately 5.5 million shares of our outstanding
common stock for $220.6 million under the program at an average price of $40.40 . For the year ended December 31, 2011, we acquired
approximately 0.8 million shares of our outstanding common stock for $28.1 million under the program at an average price of $35.46 . All
shares were immediately retired upon purchase.
Dividend Policy
During the year ended December 31, 2012, HSNi's Board of Directors approved four quarterly cash dividends totaling $0.555
per common
share resulting in aggregate dividend payments of approximately $31.0 million . During the year ended December 31, 2011, HSNi’s Board of
Directors approved the initial quarterly cash dividend of $0.125 per common share resulting in a dividend payment of approximately $7.4
million .
Effective February 13, 2013, HSNi's Board of Directors approved a quarterly cash dividend of $0.18 per common share. The dividend will
be paid on March 20, 2013 to HSNi's record holders as of March 6, 2013.
59
Year Ended December 31,
2012
2011
2010
(in thousands)
Cash paid during the period for:
Income tax payments
$
52,709
$
73,847
$
82,860
Income tax refunds
(10
)
(1,806
)
(53
)
Interest payments
29,985
29,198
30,490
Non-cash financing activities:
Effective portion of change in interest rate swap
755