Stock Compensation

The Company recognized consolidated stock compensation expense of $26.4 and $19.7 during the three months ended June 30, 2015 and 2014, respectively, and $71.9 and $67.1 during the nine months ended June 30, 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 June 30, 2015 and related activity during the nine 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	900		13.27		5.19		—		—		206		24.40
Exercised	(600	)	6.54		2.54		(75	)	44.89		(3	)	17.00
Forfeited or expired	(204	)	10.87		4.44		(1	)	49.45		(16	)	20.81
Stock options outstanding at June 30, 2015	4,720		9.21		3.69		149		46.81		429		20.41
Stock options vested and exercisable at June 30, 2015	2,298		8.12		3.24		123		46.23		221		19.52
Stock options outstanding and expected to vest	2,422		10.24		4.12		25		46.79		199		20.41

A summary of restricted stock, restricted stock units and performance restricted stock units outstanding as of June 30, 2015 and related activity during the nine 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		325		23.57
Exercised / Released	(2,710	)	8.92		(227	)	21.61
Forfeited	(343	)	11.44		(18	)	21.62
Restricted stock units released as restricted stock awards	7		11.84		—		—
Nonvested restricted stock outstanding at June 30, 2015	4,277		11.74		252		21.91



	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	48		12.46		551		90.44		—		—
Exercised / Released	(7	)	11.84		(705	)	68.29		(14	)	49.55
Forfeited	—		—		(29	)	85.39		(1	)	49.45
Restricted stock units outstanding at June 30, 2015	48		12.46		644		85.65		11		49.57



	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 June 30, 2015	501		17.69

A summary of warrants outstanding as of June 30, 2015 and related activity during the nine 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
Forfeited	(600	)	13.13		3.22
Warrants outstanding at June 30, 2015	2,400		13.13		3.22
Warrants vested and exercisable at June 30, 2015	600		13.13		3.22
Warrants outstanding and expected to vest	1,800		13.13		3.22

HRG

HRG granted stock option awards and restricted stock unit awards representing approximately 78 thousand and 42 thousand shares during the three months ended June 30, 2015, respectively. HRG granted no restricted stock awards during the three months ended June 30, 2015. During the nine months ended June 30, 2015, HRG granted stock option awards, restricted stock awards and restricted stock unit awards representing approximately 900 thousand, 1,885 thousand and 48 thousand shares, respectively. 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 nine months ended June 30, 2015 on their respective grant dates was approximately $30.5. During the nine months ended June 30, 2015 stock option awards and restricted stock awards with a total fair value of $31.4 vested. The total intrinsic value of share options exercised during the nine months ended June 30, 2015 was $3.9, for which HRG received cash of $3.9 in settlement.

During the three months ended June 30, 2014, HRG granted stock option awards, restricted stock awards and restricted stock unit awards representing approximately 30 thousand, 10 thousand and 7 thousand shares, respectively. During the nine months ended June 30, 2014, HRG granted stock option awards, restricted stock awards and restricted stock unit awards representing approximately 1,356 thousand, 3,313 thousand and 7 thousand shares, respectively. All of these grants are time based, and vest either immediately, or over a periods of one year to three years. The total fair value of the stock grants during the nine months ended June 30, 2014 on their respective grant dates was approximately $46.6. During the nine months ended June 30, 2014 stock option awards and restricted stock awards with a total fair value of $14.8 vested. The total intrinsic value of share options exercised during the nine months ended June 30, 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 one year and three years from the grant date.

As of June 30, 2015, there was approximately $22.2 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 1.54 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	1.57% 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	37.1% to 39.0%	41.2%

The weighted-average remaining contractual term of outstanding stock option awards and warrants at June 30, 2015 was 7.60 years.

Spectrum Brands

Spectrum Brands granted restricted stock units representing approximately 22 thousand and 551 thousand shares during the three and nine months ended June 30, 2015. The 551 thousand restricted stock units granted during the nine months ended June 30, 2015 include 133 thousand restricted stock units that vested immediately and 141 thousand time-based restricted stock units that vest over a period ranging from 1 to 3 years. The remaining 277 thousand restricted stock units are performance and time-based and vest over a period ranging from 1 to 2 years. The total market value of the restricted stock units on the dates of the grants was approximately $49.8. The remaining unrecognized pre-tax compensation cost related to restricted stock units at June 30, 2015 was $36.3.

Spectrum Brands granted restricted stock units representing approximately 10 thousand and 440 thousand shares during the three and nine months ended June 30, 2014, respectively. Of these grants, 90 thousand restricted stock units vested immediately and 60 thousand restricted stock units are time-based and vest over a period of 1 year. The remaining 290 thousand restricted stock units are performance and time-based and vest over a period of 2 years. The total market value of the restricted shares on the date of the grant was approximately $30.6.

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 nine months ended June 30, 2015, FGL granted stock option awards, restricted stock awards and performance restricted stock units representing approximately 206 thousand, 325 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 three 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 nine months ended June 30, 2015 on their respective grant dates was approximately $9.5.

During the nine months ended June 30, 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 three 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 the nine months ended June 30, 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 June 30, 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 June 30, 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	1.2%
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 June 30, 2015 totaled $12.6 and will be recognized over a weighted-average period of 1.5 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 nine months ended June 30, 2015 and 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	$4.23 - $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%