NOTE 14 – REPURCHASE OF HELEN OF TROY COMMON STOCK

In February 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 or other needs. This resolution superseded the previous resolution in place. As of February 29, 2016, we were authorized to purchase $159.02 million of common stock. These repurchases may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities.

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 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.

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

SHARE REPURCHASES


	Fiscal Years Ended the Last Day of February,
	2016			2015			2014
Common stock repurchased on the open market or through tender offer:
Number of shares		1,126,796	(1)		4,102,143	(3)		33,862
Aggregate value of shares (in thousands)	$	100,000		$	273,599		$	1,311
Average price per share	$	88.75		$	66.70		$	38.71

Common stock received in connection with share-based compensation:
Number of shares		117,294	(2)		71,950	(4)		112,677
Aggregate value of shares (in thousands)	$	6,411		$	4,826		$	6,937
Average price per share	$	54.66		$	67.08		$	61.57

(1)

Includes two open market purchases at a total cost of $50 million each, in the second and fourth quarters of fiscal year 2016, for 556,591 and 570,205 shares respectively.

(2)

On November 17, 2015, in connection with the settlement of the lawsuit previously discussed in Note (3) to these

consolidated financial statements, the Company issued 276,548 shares of common stock as payment for $15 million in separation compensation due to our former CEO under his employment and separation agreements, which was previously accrued in fiscal year 2014. Our former CEO tendered back to the Company 116,012 shares as payment for $12.00 million in related federal income tax withholding obligations. Under the terms of the employment and separation agreements, the number of shares issued and tendered were valued at $54.24 per share. This was the fair value of the shares on September 4, 2014, the date the compensation payment would have been made, if payment had not been delayed by the associated dispute. The balance of 1,282 shares were repurchased in connection with net exercises by other Company employees during the first quarter of fiscal year 2016.

(3)

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.

(4)

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.