Note 15 – Repurchase of Helen of Troy Common Stock

As of November 30, 2014, 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 the fiscal quarter ended May 31, 2014.

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 fiscal quarters ended August 31 and November 30, 2014, we did not repurchase any shares of common stock. Additionally, no shares of common stock were tendered by our employees in “net exercise” transactions.

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

SHARE REPURCHASES

	Three months ended November 30,				Nine months ended November 30,
	2014		2013		2014		2013

Common stock repurchased on the open market or through tender offer
Number of shares	-		-		4,102,143		33,862
Aggregate market value of shares (in thousands)	$	-	$	-	$	273,599	$	1,311
Average price per share	$	-	$	-	$	66.70	$	38.71

Common stock received in connection with share-based compensation
Number of shares	-		-		70,079		13,453
Aggregate market value of shares (in thousands)	$	-	$	-	$	4,686	$	490
Average price per share	$	-	$	-	$	66.87	$	36.44