Note 14 – Repurchase of Helen of Troy Common Stock

As of August 31, 2015, we were authorized by our Board of Directors to purchase up to $215.31 million of common stock in the open market or through private transactions. 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 below as common stock received in connection with share-based compensation.

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

SHARE REPURCHASES


	Three Months Ended August 31,				Six Months Ended August 31,
	2015		2014		2015		2014
Common stock repurchased on the open market or through tender offer
Number of shares		556,591		-		556,591		4,102,143	(1)
Aggregate market value of shares (in thousands)	$	50,000	$	-	$	50,000	$	273,599
Average price per share	$	89.83	$	-	$	89.83	$	66.70

Common stock received in connection with share-based compensation
Number of shares		1,282		-		1,282		70,079	(2)
Aggregate market value of shares (in thousands)	$	119	$	-	$	119	$	4,686
Average price per share	$	92.49	$	-	$	92.49	$	66.87

(1)

Includes a modified “Dutch auction” tender offer completed on March 14, 2014, resulting in the repurchase of 3,693,816 shares of our outstanding common stock at a total cost of $247.83 million, including tender offer transaction-related costs.

(2)

Includes 68,086 shares of common stock having a market value of $67.10 per share, or $4.57 million in the aggregate, which were tendered by our former CEO as payment for related federal tax obligations arising from the vesting and settlement of performance-based restricted stock units and restricted stock awards.