Repurchase of Helen of Troy Common Stock

3 Months Ended

May 31, 2013

Repurchase of Helen of Troy Common Stock

Repurchase of Helen of Troy Common Stock

Note 13 – Repurchase of Helen of Troy Common Stock

As of May 31, 2013, we are authorized by our Board of Directors to purchase up to 2,911,123 shares of common stock in the open market or through private transactions.  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 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. Net exercises are accounted for by the Company as a purchase and retirement of shares.

During the fiscal quarter ended May 31, 2013, our Chief Executive Officer and President (the “CEO”) tendered 9,898 shares of restricted common stock having a market value of $0.35 million as payment for related federal tax obligations arising from the vesting and settlement of performance-based restricted share units (“Performance RSUs”). We accounted for this activity as a purchase and retirement of the shares at a price of $35.55 per share.

For the periods covered in the accompanying consolidated condensed financial statements, open market repurchase activity and common stock option exercises resulted in the following share repurchases:

SHARE REPURCHASES

	Three Months Ended May 31,
	2013		2012
Common stock repurchased on the open market
Number of shares	33,862		-
Aggregate market value of shares (in thousands)	$	1,311	$	-
Average price per share	$	38.71	$	-
Common stock received in settlement of stock options and Performance RSUs
Number of shares	12,817		44,444
Aggregate market value of shares (in thousands)	$	463	$	1,476
Average price per share	$	36.12	$	33.20