Stock Compensation

The Company recognized consolidated stock compensation expense of $25.4 and $24.0 during the three months ended March 31, 2015 and 2014, respectively, and $45.5 and $47.4 during the six months ended March 31, 2015 and 2014, respectively. Stock compensation expense is principally included in “Selling, acquisition, operating and general expenses” in the accompanying Condensed Consolidated Statements of Operations.

A summary of stock options outstanding as of March 31, 2015 and related activity during the six months then ended, under HRG, Fidelity & Guaranty Life Holdings, Inc. ("FGH"), and FGL’s respective incentive plans are as follows (option amounts in thousands):



	HRG						FGH				FGL
Stock Option Awards	Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Stock options outstanding at September 30, 2014	4,624		$	8.14	$	3.28	225		$	46.19	242		$	17.00
Granted	822		13.36		5.25		—		—		182		24.87
Exercised	(306	)	6.32		2.41		(47	)	43.36		(3	)	17.00
Forfeited or expired	(35	)	10.38		4.29		(1	)	49.45		(12	)	20.08
Stock options outstanding at March 31, 2015	5,105		9.08		3.65		177		46.94		409		20.35
Stock options vested and exercisable at March 31, 2015	2,462		7.93		3.16		149		46.45		221		19.52
Stock options outstanding and expected to vest	2,643		10.15		4.10		26		46.91		176		20.30

A summary of restricted stock, restricted stock units and performance restricted stock units outstanding as of March 31, 2015 and related activity during the six months then ended, under HRG, Spectrum Brands, FGH and FGL’s respective incentive plans are as follows (share amounts in thousands):



	HRG				FGL
Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock outstanding at September 30, 2014	5,438		$	9.75	172		$	18.18
Granted	1,885		13.36		298		23.81
Exercised / Released	(2,497	)	8.76		(228	)	21.64
Forfeited	(40	)	11.92		(13	)	20.62
Restricted stock units released as restricted stock awards	7		11.84		—		—
Nonvested restricted stock outstanding at March 31, 2015	4,793		11.67		229		21.96



	HRG				Spectrum Brands				FGH
Restricted Stock Units	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Restricted stock units outstanding at September 30, 2014	7		$	11.84	827		$	67.66	26		$	49.55
Granted	6		13.36		529		90.43		—		—
Exercised / Released	(7	)	11.84		(704	)	68.28		(14	)	49.45
Forfeited	—		—		(16	)	84.13		—		—
Restricted stock units outstanding at March 31, 2015	6		13.36		636		85.50		12		49.68



	FGL
Performance Restricted Stock Units	Units		Weighted Average Grant Date Fair Value
Performance restricted stock units outstanding at September 30, 2014	578		$	17.37
Granted, including 8 additional units based on 2014 financial performance	40		20.36
Vested	(45	)	17.00
Forfeited	(72	)	17.00
Nonvested performance restricted stock units outstanding at March 31, 2015	501		17.69

A summary of warrants outstanding as of March 31, 2015 and related activity during the six months then ended, under HRG's incentive plan are as follows (share amounts in thousands):



	HRG
Warrants	Units	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Warrants outstanding at September 30, 2014	3,000	$	13.13	$	3.22
Warrants outstanding at March 31, 2015	3,000	13.13		3.22
Warrants vested and exercisable at March 31, 2015	1,200	13.13		3.22
Warrants outstanding and expected to vest	1,800	13.13		3.22

HRG

During the six months ended March 31, 2015, HRG granted stock option awards, restricted stock awards and restricted stock unit awards representing approximately 822 thousand, 1,885 thousand and 6 thousand shares, respectively. HRG granted no stock option, restricted stock units or restricted stock awards during the three months ended March 31, 2015. All of these grants are time based, and vest either immediately, or over a period of up to three years. The total fair value of the stock grants during the six months ended March 31, 2015 on their respective grant dates was approximately $29.6. During the six months ended March 31, 2015 stock option awards and restricted stock awards with a total fair value of $26.2 vested. The total intrinsic value of share options exercised during the six months ended March 31, 2015 was $2.2, for which HRG received cash of $1.9 in settlement.

During the six months ended March 31, 2014, HRG granted stock option awards and restricted stock awards representing approximately 1,326 thousand and 3,302 thousand, respectively. HRG granted no stock option or restricted stock awards during the three months ended March 31, 2014. All of these grants are time based, and vest either immediately, or over a periods of 1 year to 3 years. The total fair value of the stock grants during the six months ended March 31, 2014 on their respective grant dates was approximately $46.1. During the six months ended March 31, 2014 stock option awards and restricted stock awards with a total fair value of $14.3 vested. The total intrinsic value of share options exercised during the six months ended March 31, 2014 was $3.6, for which HRG received cash of $2.5 in settlement.

Under HRG’s executive bonus plan for the fiscal year ending September 30, 2015, executives will be paid in cash, stock, stock options and restricted stock shares. The equity grants are expected to be granted in the first quarter of the fiscal year ending September 30, 2016, and to vest, either immediately, or between 1 year and 3 years from the grant date.

As of March 31, 2015, there was approximately $28.6 of total unrecognized compensation cost related to unvested share-based compensation agreements previously granted, which is expected to be recognized over a weighted-average period of 1.66 years.

The fair values of restricted stock and restricted stock unit awards are determined based on the market price of HRG’s common stock on the grant date. The fair value of stock option awards and warrants are determined using the Black-Scholes option pricing model.

The following assumptions were used in the determination of these grant date fair values for options awarded using the Black-Scholes option pricing model:



	2015	2014
Risk-free interest rate	1.58% to 1.87%	1.46% to 1.75%
Assumed dividend yield	—%	—%
Expected option term	5.0 to 6.5 years	5.3 to 6.0 years
Volatility	38.0% to 39.0%	41.2%

The weighted-average remaining contractual term of outstanding stock option awards and warrants at March 31, 2015 was 8.03 years.

Spectrum Brands

Spectrum Brands granted restricted stock units representing approximately 296 thousand and 529 thousand shares during the three and six months ended March 31, 2015. The 529 thousand restricted stock units granted during the six months ended March 31, 2015 include 133 thousand restricted stock units that vested immediately and 132 thousand time-based restricted stock units that vest over a period ranging from one to three years. The remaining 264 thousand restricted stock units are performance and time-based and vest over a period ranging from one to two years. The total market value of the restricted stock units on the dates of the grants was approximately $47.8. The remaining unrecognized pre-tax compensation cost related to restricted stock units at March 31, 2015 was $48.6.

Spectrum Brands granted restricted stock units representing approximately 22 thousand and 436 thousand shares during the three and six months ended March 31, 2014. Of these grants, 90 thousand restricted stock units vested immediately and 53 thousand restricted stock units are time-based and vest over a period of one year. The remaining 293 thousand restricted stock units are performance and time-based and vest over a period of two years. The total market value of the restricted shares on the date of the grant was approximately $30.1.

The fair value of restricted stock units are determined based on the market price of Spectrum Brands’ common stock on the grant date.

FGL

During the six months ended March 31, 2015, FGL granted stock option awards, restricted stock awards and performance restricted stock units representing approximately 182 thousand, 298 thousand and 40 thousand shares (including 8 additional units based on 2014 financial performance), respectively. The stock option and restricted stock awards vest over a period of 3 years. The performance restricted stock units vest on September 30, 2016, contingent on the satisfaction of performance criteria and on the participant's continued employment unless otherwise noted in the agreement. The total fair value of the stock grants during six months ended March 31, 2015 on their respective grant dates was approximately $8.8.

During the six months ended March 31, 2014, FGL granted stock option awards, restricted stock awards and performance restricted stock units representing approximately 249 thousand, 171 thousand and 541 thousand shares, respectively. The stock option and restricted stock awards vest over a period of 3 years. The performance restricted stock units vest on September 30, 2016 contingent on the satisfaction of performance criteria and on the participant's continued employment unless otherwise noted in the agreement. The total fair value the stock grants during six months ended March 31, 2014 on their respective grant dates was approximately $13.4. Additionally, on December 12, 2013, FGL granted 58 thousand unrestricted shares to certain directors in payment for services rendered. Total fair value of the unrestricted shares on the grant date was $1.0. FGL made no grants of stock option awards, restricted stock awards or performance restricted stock awards during the three months ended March 31, 2014.

On March 31, 2015, FGL entered into an agreement with its former Chief Executive Officer in connection with his resignation pursuant to which the vesting for certain FGL and FGLH equity awards to the former Chief Executive Officer were accelerated. The former Chief Executive Officer forfeited two-thirds of the performance restricted stock units granted in fiscal year 2014, and all other previously awarded equity grants became vested as of March 31, 2015. The exercise date of the outstanding stock options was extended to December 31, 2015. No other terms of the equity awards were modified. FGL recognized total incremental compensation expense of $1.6 as a result of these modifications.

The following assumptions were used in the determination of the grant date fair values using the Black-Scholes option pricing model for the former Chief Executive Officer's modified stock options and based on the value of FGL's common stock:



	2015
Weighted average fair value per option granted	$2.53
Risk-free interest rate	0.2%
Assumed dividend yield	1.18%
Expected option term	0.75 years
Volatility	25%

Expected volatility is based on the historical volatility of FGL’s stock price for awards granted in 2015.

On March 18, 2015, the expected requisite service periods for executives that received certain FGL restricted shares granted on November 19, 2014 and February 11, 2015 were completed resulting in expense acceleration under the terms of the original awards due to their termination other than for cause from FGL's Board and all related committee positions of the two grantees. FGL recognized additional compensation expense of $3.1 related to the equity compensation expense acceleration related to completion of the executives' requisite service periods.

The total compensation cost related to non-vested options, restricted stock units and dividend equivalent plans, not yet recognized as of March 31, 2015 totaled $13.5 and will be recognized over a weighted-average period of 1.7 years.

The fair values of restricted stock and restricted stock unit awards are determined based on the market price of FGL's common stock on the grant date. The fair value of stock options awarded by FGL during the six months ended March 31, 2015 and March 31, 2014 is determined using the Black-Scholes option pricing model. The following assumptions were used in the determination of these grant date fair values using the Black-Scholes option pricing model:



	2015	2014
Weighted average fair value per option granted	$5.02	$3.76
Risk-free interest rate	1.4%	1.4%
Assumed dividend yield	1.2%	1.5%
Expected option term	4.5 years	4.5 years
Volatility	25%	25%