NOTE 14 – REPURCHASE OF HELEN OF TROY COMMON STOCK

As of February 6, 2014, our Board of Directors approved a resolution to repurchase $550 million of the Company’s outstanding common stock in keeping with its stated intention to return to shareholders excess capital not otherwise deployed for strategic acquisitions. This share repurchase authorization supersedes the remaining previously outstanding share repurchase authorization, which was 2,907,637 shares of common stock as of February 6, 2014. On February 10, 2014, as part of the $550 million repurchase program, the Company announced the commencement of a modified “Dutch auction” tender offer to repurchase up to $300 million of its common stock. The tender offer expired March 10, 2014, resulting in the Company accepting for payment all shares of common stock properly tendered and not properly withdrawn for an aggregate purchase price of approximately $245.6 million. See Note (21) to the accompanying consolidated financial statements for additional information regarding the completion of the “Dutch auction” tender offer.

Our current equity compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option or other share-based award holders can be paid for by having the holder tender back to the Company a number of shares at fair value equal to the amounts due. Net exercises are accounted for by the Company as a purchase and retirement of shares.

For the periods covered in the accompanying consolidated financial statements, open market repurchase activity and common stock option exercises resulted in the following share repurchases:

SHARE REPURCHASES

	Fiscal Years Ended
	2014		2013		2012

Common stock repurchased on the open market
Number of shares	33,862		61,426		-
Aggregate market value of shares (in thousands)	$	1,311	$	1,759	$	-
Average price per share	$	38.71	$	28.64	$	-

Common stock received in settlement of share-based compensation
Number of shares	112,677		49,126		1,124,563
Aggregate market value of shares (in thousands)	$	6,937	$	1,627	$	40,047
Average price per share	$	61.57	$	33.12	$	35.61

During fiscal year 2012, our former CEO tendered 1,016,227 shares of common stock having a market value of $36.52 million, or $35.93 per share, as payment for the exercise price and related federal tax obligations arising from the exercise of stock options to purchase 1,625,000 shares of common stock. The shares tendered as part of this transaction are included as fiscal year 2012 common stock repurchase activity in the preceding table.

During the first quarter of fiscal year 2014, our former CEO tendered 9,898 shares of common stock having a market value of $0.35 million as payment for related federal tax obligations arising from the vesting and settlement of performance-based restricted share units (“Performance RSUs”). On February 28, 2014, our former CEO tendered 92,683 shares of common stock having a market value of $6.05 million as payment for related federal tax obligations arising from the vesting and settlement of Performance RSUs and restricted share awards (“RSAs”). The shares were originally awarded based on the achievement of fiscal year 2013 performance targets and vested on February 28, 2014 in accordance with the terms of his Employment and Separation Agreements.

We account for shares tendered in settlement of share-based compensation transactions as a purchase and retirement of the shares.