Note 15 – 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 This resolution superseded the previous resolution in place.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 28, 2017, we were authorized to purchase $83.4 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


	Year Ended the Last Day of February
(in thousands, except per share data)	2017		2016		2015
Common stock repurchased on the open market or through tender offer (1):
Number of shares		922,731		1,126,796		4,102,143
Aggregate value of shares (in thousands)	$	75,000	$	100,000	$	273,599
Average price per share	$	81.28	$	88.75	$	66.70

Common stock received in connection with share-based compensation (2):
Number of shares		6,286		117,294		71,950
Aggregate value of shares (in thousands)	$	595	$	6,411	$	4,826
Average price per share	$	94.61	$	54.66	$	67.08

(1)

Includes various open market purchases made in each of the three fiscal years including a modified “Dutch auction” tender offer completed during fiscal 2015, resulting in the repurchase of 3,693,816 shares of our outstanding common stock at a total cost of $247.8 million, including tender offer transaction-related costs.

(2)

In fiscal 2016, we issued 276,548 shares of common stock as payment of separation compensation due to our former CEO under his employment and separation agreements. In connection with this transaction, the former CEO tendered 116,012 shares back to the Company as payment for related federal tax obligations. The Company previously accrued and disclosed the separation compensation in fiscal 2014. Fiscal 2015 includes 68,086 shares of common stock having a market value of $67.10 per share, or $4.6 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.