NOTE 15 – REPURCHASE OF HELEN OF TROY COMMON STOCK

As of February 28, 2015, we were authorized by our Board of Directors to purchase up to $265.43 million of common stock in the open market or through private transactions. On March 14, 2014, the Company completed a modified “Dutch auction” tender offer resulting in the repurchase of 3,693,816 shares of its outstanding common stock at a total cost of $247.83 million, including tender offer transaction-related costs. The Company also repurchased 408,327 shares of outstanding common stock on the open market at a total cost of $25.77 million during fiscal year 2015.

Our current equity-based 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 holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares and are included in the table on the following page as common stock received in connection with share-based compensation.

During the fiscal quarter ended May 31, 2014, certain employees tendered 1,993 shares of common stock having a market value of $59.13 per share, or $0.12 million in the aggregate, and our former CEO tendered 68,086 shares of common

stock having a market value of $67.10 per share, or $4.57 million in the aggregate, as payment for related federal tax obligations arising from the vesting and settlement of performance-based restricted stock units and restricted stock awards. During the fiscal quarter ended May 31, 2013, 9,898 shares of common stock having a market value of $35.55

per share, or $0.35 million in the aggregate, were withheld as payment for related federal tax obligations arising from the vesting and settlement of performance-based restricted stock awards.

For the second through fourth quarters of fiscal year 2015, we did not repurchase any shares of common stock on the open market or through tender offer. In the second and third quarters of fiscal year 2015, no shares of common stock were tendered by our employees in “net exercise” transactions.

During the fourth quarter ended February 28, 2015, certain employees tendered 1,871 shares of common stock having a market value of $74.64 per share, or $0.14 million in the aggregate.

The following table summarizes our share repurchase activity for the periods covered below:

SHARE REPURCHASES


	Fiscal Years Ended the Last Day of February,
	2015		2014		2013
Common stock repurchased on the open market or through tender offer
Number of shares		4,102,143		33,862		61,426
Aggregate market value of shares (in thousands)	$	273,599	$	1,311	$	1,759
Average price per share	$	66.70	$	38.71	$	28.64

Common stock received in connection with share-based compensation
Number of shares		71,950		112,677		49,126
Aggregate market value of shares (in thousands)	$	4,826	$	6,937	$	1,627
Average price per share	$	67.08	$	61.57	$	33.12