Stock Compensation

The Company recognized consolidated stock compensation expense of $20.1 and $23.4 during the three months ended December 31, 2014 and December 31, 2013, 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 December 31, 2014 and related activity during the three months then ended, under HGI, Fidelity & Guaranty Life Holdings, Inc. ("FGH"), and FGL’s respective incentive plans are as follows (option amounts in thousands):



	HGI						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		Weighted Average Grant Date Fair Value
Stock options outstanding at September 30, 2014	4,624		$	8.14	$	3.28	225		$	46.19	242		$	17.00	$	3.72
Granted	822		13.36		5.25		—		—		176		24.87		5.10
Exercised	(306	)	6.32		2.41		—		—		(2	)	17.00		5.26
Forfeited or expired	—		—		—		(1	)	49.45		(1	)	20.93		5.18
Stock options outstanding at December 31, 2014	5,140		9.09		3.65		224		46.18		415		20.32		4.29
Stock options vested and exercisable at December 31, 2014	2,419		7.96		3.18		166		45.02		78		17.00		3.67
Stock options outstanding and expected to vest	2,721		10.09		4.08		56		46.15		313		20.25		4.24

A summary of restricted stock, restricted stock units and Performance Restricted Stock Units ("PRSUs") outstanding as of December 31, 2014 and related activity during the three months then ended, under HGI, Spectrum Brands, FGH and FGL’s respective incentive plans are as follows (share amounts in thousands):



	HGI				FGL
Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Restricted stock outstanding at September 30, 2014	5,438		$	9.75	172		$	18.18
Granted	1,885		13.36		250		24.34
Exercised / Released	(2,447	)	8.84		(55	)	18.03
Forfeited	—		—		(2	)	22.49
Restricted stock outstanding at December 31, 2014	4,876		11.60		365		22.40
Restricted stock outstanding and expected to vest	4,855		11.61		342		22.34



	HGI			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		233		90.40		—		—
Exercised / Released	—	—		(584	)	69.12		(12	)	49.45
Forfeited	—	—		(5	)	69.49		—		—
Restricted stock units outstanding at December 31, 2014	13	12.54		471		77.08		14		49.64
Restricted stock units outstanding and expected to vest	13	12.54		471		77.08		13		49.64



	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	40	20.36
Performance restricted stock units outstanding at December 31, 2014	618	17.56
Performance restricted stock units expected to vest	618	17.56

A summary of warrants outstanding as of December 31, 2014 and related activity during the three months then ended, under HGI's incentive plan are as follows (share amounts in thousands):



	HGI
Warrants	Units	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Warrants outstanding at September 30, 2014	3,000	$	13.13	$	3.22
Exercised	—	—		—
Warrants outstanding at December 31, 2014	3,000	13.13		3.22
Warrants vested and exercisable at December 31, 2014	600	13.13		3.22
Warrants outstanding and expected to vest	2,400	13.13		3.22

HGI

During the three months ended December 31, 2014, HGI granted stock option awards, restricted stock awards and restricted stock unit awards representing approximately 822 thousand, 1,885 thousand and 6 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 three months ended December 31, 2014 on their respective grant dates was approximately $29.6. During the three months ended December 31, 2014 stock option awards and restricted stock awards with a total fair value of $25.7 vested. The total intrinsic value of share options exercised during the three months ended December 31, 2014 was $2.2, for which HGI received cash of $1.9 in settlement.

During the three months ended December 31, 2013, HGI granted stock option awards and restricted stock awards representing approximately 1,326 thousand and 3,302 thousand, respectively. All of these grants are time based, and vest either immediately, or over a period of up to 3 years. The total fair value of the stock grants on their respective grant dates was approximately $46.3. During the three months ended December 31, 2013 stock option awards and restricted stock awards with a total fair value of $14.4 vested. The total intrinsic value of share options exercised during the three months ended December 31, 2013 was $0.9, for which HGI received cash of $0.6 in settlement.

Under HGI’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 December 31, 2014, there was approximately $35.0 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 1.84 years.

The fair values of restricted stock and restricted stock unit awards are determined based on the market price of HGI’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:



	Three months ended December 31,
	2014	2013
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 December 31, 2014 was 8.28 years.

Spectrum Brands

Spectrum Brands granted restricted stock units representing approximately 233 thousand shares during the three months ended December 31, 2014. Of these grants, 111 thousand restricted stock units vested immediately and 118 thousand restricted stock units are time-based and vest over a period ranging from one to three years. The remaining 4 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 $21.1. The remaining unrecognized pre-tax compensation cost related to restricted stock units at December 31, 2014 was $17.1.

Spectrum Brands granted restricted stock units representing approximately 414 thousand shares during the three months ended December 31, 2013. Of these grants, 81 thousand restricted stock units vested immediately and 45 thousand restricted stock units are time-based and vest over a period of one year. The remaining 288 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 $29.0.

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 three months ended December 31, 2014, FGL granted stock option awards, restricted stock awards and performance restricted stock units representing approximately 176 thousand, 250 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 the stock grants during three months ended December 31, 2014 on their respective grant dates was approximately $7.8.

During the three months ended December 31, 2013, FGL granted stock option awards, restricted stock awards and performance restricted stock units representing approximately 191 thousand, 107 thousand and 469 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 three months ended December 31, 2013 on their respective grant dates was approximately $10.4. 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.

The total compensation cost related to non-vested options, restricted stock units and dividend equivalent plans, not yet recognized as of December 31, 2014 totaled $20.2 and will be recognized over a weighted-average period of 1.9 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 three months ended December 31, 2014 and December 31, 2013 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:



	Three months ended December 31,
	2014	2013
Risk-free interest rate	1.40% to 1.50%	1.4%
Assumed dividend yield	1.20% to 1.50%	1.5%
Expected option term	4.5 years	4.5 years
Volatility	25%	25%