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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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| Delaware                                                       | 74-1339132 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 450 Park Avenue, 29th Floor, New York, NY                      | 10022 |
| (Address of principal executive offices)                       | (Zip Code) |

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|                                                                  |  |  |
| Securities Registered Pursuant to Section 12(b) of the Act: |
| Title of Each Class                                              |   | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value                                    |   | New York Stock Exchange |

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|                                   |  |  |  |  |
| Large Accelerated Filer | x |   | Accelerated Filer | ¨ |
| Non-accelerated Filer             | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |

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|          |
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|          |  |  |
| PART III |   |   |
| Item 10. | Directors, Executive Officers and Corporate Governance | 4 |
| Item 11. | Executive Compensation | 9 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 26 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 29 |
| Item 14. | Principal Accounting Fees and Services | 31 |
|     |   |   |
| PART IV  |   |   |
| Item 15. | Exhibits, Financial Statements and Schedules | 32 |

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|               |
|---------------|
|               |  |
| Item 10. | Directors, Executive Officers and Corporate Governance |

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|                     |
|---------------------|
|                     |  |  |
| Name                |   | Position |
| Omar M. Asali*      |   | Director, Chief Executive Officer and President |
| David M. Maura*     |   | Director and Executive Vice President of Investments |
| George C. Nicholson |   | Senior Vice President, Chief Accounting Officer and Acting Chief Financial Officer |

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|               |
|---------------|
|               |  |
| Item 11. | Executive Compensation |

|         |                                                                       |
|---------|-----------------------------------------------------------------------|
| • | Omar M. Asali, a Director, our President and Chief Executive Officer; |

|         |                                                                                      |
|---------|--------------------------------------------------------------------------------------|
| • | Thomas A. Williams, our former Executive Vice President and Chief Financial Officer; |

|         |                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------|
| • | David M. Maura, a Director and our Managing Director and Executive Vice President of Investments; |

|         |                                                                                  |
|---------|----------------------------------------------------------------------------------|
| • | Michael Sena, our former Senior Vice President and Chief Accounting Officer; and |

|         |                                                                                   |
|---------|-----------------------------------------------------------------------------------|
| • | Philip A. Falcone, our former Chief Executive Officer, and Chairman of our Board. |

|         |                                                                                       |
|---------|---------------------------------------------------------------------------------------|
| • | At HRG, appointing Omar Asali, our then President, to the additional position of CEO. |

|         |                                                                                                                                                                                                                                                                         |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HRG, successfully accessing the capital markets through a series of tack-ons to HRG’s existing 7.875% and 7.75% notes, using a portion of the $400 million in proceeds raised to participate in and support a $575 million equity offering at Spectrum Brands. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Spectrum Brands, expanding our portfolio and geographic reach in key areas through acquisitions, including: the $1.4 billion purchase of Armored AutoGroup Parent, Inc., a leading producer of automotive aftermarket appearance products and performance chemicals; the $115.7 million acquisition of Proctor and Gamble’s European pet food business, consisting of the IAMS and Eukanuba brands; and the $146.8 million acquisition of Salix Animal Health, a producer and distributor of premium treats and snacks. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Spectrum Brands, refinancing a portion of its indebtedness to improve leverage and reduce borrowing costs by: entering into a credit facility, the proceeds from which were used to repay Spectrum Brands’ then existing credit facility, repay its outstanding 6.75% senior unsecured notes due 2020 and repay its then-existing asset based revolving loan facility; and  issuing $1.0 billion aggregate principal amount of 5.75% unsecured notes due 2025. As discussed above, Spectrum Brands also successfully completed a $575 million offering of its common stock in May 2015. |

|         |                                                                                                                                                                                                                                                                                                                                              |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At FGL, FGL commencing a strategic review process, which resulted in a definitive merger agreement for Anbang Insurance Group Co., Ltd. to acquire FGL for $26.80 per share in cash. At the date of the transaction, HRG owned 47 million shares, or 80.5% of FGL. The transaction is expected to close in the third quarter of Fiscal 2016. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Compass, reducing Compass’ leverage and improving its liquidity by: selling certain of Compass’ properties and assets, including certain of Compass’ Northern Louisiana properties in June 2015 for $19.2 million; and selling, in the first quarter of Fiscal 2016, certain of Compass’ assets in East Texas and North Louisiana for $160.0 million, prior to adjustments for title and environmental defects and revenues and expenses attributable to periods after July 1, 2015. |

|         |                                                                                                                                                                                      |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HRG, receiving net proceeds of $61.6 million from the settlement of the purchase price adjustment dispute in connection with HRG’s acquisition of FGL’s subsidiaries. |

|         |                                                                                                                                                                                                                                               |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HRG and our subsidiaries, streamlining and simplifying our business by disposing of our interest in Frederick’s of Hollywood and refocusing the Salus business on capital recovery and away from the underwriting of new businesses. |

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|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Pay for Performance Philosophy: Our executive compensation programs are designed to pay for performance, with a significant portion of executive compensation not guaranteed. Target compensation is established for our executive officers at the beginning of the performance period by our Compensation Committee. Our named executive officers had an opportunity to earn actual compensation that varied from target, based on achievement against pre-established performance targets. Variable compensation rewards performance and contribution to both short-term and long-term corporate financial performance. |

|         |                                                                                                                                                                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Independent Executive Compensation Consultants: The Compensation Committee worked with Hodak Value Advisors (“Hodak”), its independent executive compensation consultant firm in Fiscal 2015, and separate outside counsel, as it determined appropriate. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Mitigation of Undue Risk: Our compensation plans have provisions to mitigate undue risk, including bonus plan mechanisms that defer significant portions of awards, partially subject to forfeiture (see “Clawback Policy” and “Malus Provision” below), and relate future target performance to past performance in a manner that closely ties awards to sustainable performance over time. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Clawback Policy: Our equity awards allow the Company to recover payouts in the event that recoupment is required by applicable law (including pursuant to Sarbanes-Oxley and the Dodd-Frank Wall Street Reform and Consumer Protection Act) or a participant receives for any reason any amount in excess of what should have been received (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error). |

|         |                                                                                                                                                                                                                                                                         |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Malus Provision: Our annual bonus program provides for an automatic deferral of payouts in excess of two times the target bonus pool, with cash deferrals subject to reduction if the Company does not meet certain specified performance criteria in subsequent years. |

|         |                                                                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Negative Discretion and Other Reductions: Our Compensation Committee reserves the right to exercise negative discretion to reduce awards under the annual bonus plan. |

|         |                                                                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Award Caps: Amounts that can be earned by any individual under the annual bonus program are capped at $20 million per year (“Award Cap”). |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Equity Retention: We maintain an equity retention policy for senior management, requiring each member of senior management to retain ownership of at least 25% of his or her covered shares, net of taxes and transaction costs, until the earlier of (i) the date of such senior management member’s termination of employment with the Company or (ii) the date such person is no longer a member of senior management. |

|         |                                                                                                                                                                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No 280G or Section 409A Excise Tax Gross-Ups: We do not provide “gross-ups” for any taxes imposed with respect to Section 280G (change of control) or Section 409A (nonqualified deferred compensation) of the Internal Revenue Code. |

|         |                                                                                                                                              |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Pensions or Supplemental Pensions: Our named executive officers are not provided with pension or supplemental executive retirement plans. |

|         |                                                                                                                                                                                             |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Single-Trigger Equity Acceleration: In Fiscal 2015, we did not provide our named executive officers “single-trigger” equity vesting upon a change of control of the Company. |

|         |                                                                                                                                                                               |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Repricing of Underwater Stock Options without Stockholder Approval: We do not lower the exercise price of any outstanding stock options, unless stockholders approve this. |

|         |                                                                                                                                                               |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Discounted Stock Options: The exercise price of our stock options is not less than 100% of the fair market value of our Common Stock on the date of grant. |

|         |                                                                                                                                                                                                                                                                                                                                     |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Unauthorized Hedging or Pledging: Our Board has adopted a corporate governance policy prohibiting our directors and executive officers from (i) hedging the economic risk associated with the ownership of our Common Stock and (ii) pledging our Common Stock, unless, in each case, first pre-approved by our General Counsel. |

----

|         |              |
|---------|--------------|
| • | base salary; |

|         |                                                                            |
|---------|----------------------------------------------------------------------------|
| • | variable compensation potential consisting of cash and equity payouts; and |

|         |                   |
|---------|-------------------|
| • | limited benefits. |

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|                                                                                  |
|----------------------------------------------------------------------------------|
|                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name and Principal Position                                                      |   | Year |   | Salary ($) |   | Bonus ($) |   | Stock Awards ($) (1) (2) |   | Option Awards ($) (1) (2) |   | Non-Equity Incentive Plan Compensation ($) (3) |   | All Other Compensation ($) (4) |   | Total ($) (5) |
| Omar M. Asali, President and Chief Executive Officer                             |   | 2015 |   | 500,000 |  |   | — |  |   | 10,348,776 |  |   | 1,809,401 |  |   | 171,000 |  |   | 50,000 |  |   | 12,879,177 |  |
|                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 12,227,772 |  |   | 2,017,608 |  |   | 7,886,000 |  |   | 138,839 |  |   | 22,770,219 |  |
|                                                                             | 2013 |   | 500,000 |  |   | — |  |   | 10,055,560 |  |   | 1,934,395 |  |   | 8,000,000 |  |   | 49,940 |  |   | 20,539,895 |  |
| Thomas A. Williams, former Executive Vice Presidentand Chief Financial Officer   |   | 2015 |   | 500,000 |  |   | 1,000,000 |  | (6) | 3,721,321 |  |   | 648,673 |  |   | — |  |   | 63,000 |  |   | 5,932,994 |  |
|                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 4,554,840 |  |   | 750,825 |  |   | 2,836,000 |  |   | 62,750 |  |   | 8,704,415 |  |
|                                                                             | 2013 |   | 500,000 |  |   | — |  |   | 1,835,004 |  |   | 351,865 |  |   | 2,980,000 |  |   | 60,000 |  |   | 5,726,869 |  |
| David M. Maura,Executive Vice President and Managing Director                    |   | 2015 |   | 500,000 |  |   | — |  |   | 5,044,576 |  |   | 866,770 |  |   | 135,000 |  |   | 50,000 |  |   | 6,596,346 |  |
|                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 11,889,468 |  |   | 1,966,376 |  |   | 3,844,000 |  |   | 50,000 |  |   | 18,249,844 |  |
|                                                                             | 2013 |   | 500,000 |  |   | — |  |   | 8,044,448 |  |   | 1,547,516 |  |   | 7,778,000 |  |   | 50,000 |  |   | 17,919,964 |  |
| Michael J. Sena, formerSenior Vice President and Chief Accounting Officer (7)    |   | 2015 |   | 173,077 |  |   | — |  |   | 629,897 |  |   | 109,200 |  |   | — |  |   | 33,781 |  |   | 945,955 |  |
|                                                                             | 2014 |   | 250,000 |  |   | — |  |   | 611,388 |  |   | 100,084 |  |   | 480,000 |  |   | 23,231 |  |   | 1,464,703 |  |
|                                                                             | 2013 |   | 211,538 |  |   | 100,000 |  |   | 83,300 |  |   | 108,123 |  |   | 400,000 |  |   | 19,003 |  |   | 921,964 |  |
| Philip A. Falcone, former Chairman of the Board, and Chief Executive Officer (8) |   | 2015 |   | 84,615 |  |   | — |  |   | — |  |   | — |  |   | 3,300,000 |  |   | 20,550,000 |  |   | 23,934,615 |  |
|                                                                             | 2014 |   | 488,462 |  |   | — |  |   | — |  |   | 9,669,990 |  |   | 17,500,000 |  |   | 50,000 |  |   | 27,708,452 |  |
|                                                                             | 2013 |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 50,000 |  |   | 50,000 |  |

|     |
|-----|
|     |  |
| (1) | All stock and option awards were granted under the Harbinger Group Inc. 2011 Omnibus Equity Award Plan (the “2011 Plan”). These columns reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, See Note 18 to Consolidated Financial Statements included in the Original 10-K. |

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|     |
|-----|
|     |  |
| (2) | As discussed in greater detail above, equity awards granted pursuant to the 2015 Bonus Plan were issued after the end of our Fiscal 2015 and are not presented in this table. Such grants will be presented in next year’s table. Notwithstanding the foregoing, we do disclose these awards in this report under section titled “Equity Grants Awarded After Fiscal 2015 Pursuant to the 2015 Bonus Plan.”  The equity awards presented in this table were granted in November and December 2014 pursuant to the bonus plan for Fiscal 2014 (the “2014 Bonus Plan”). The equity awards made pursuant to the 2014 Bonus Plan were not included in the Summary Compensation Table or Grants of Plan-Based Awards Table in our report for Fiscal 2014 because such awards were not granted until after the end of our Fiscal 2014. These awards were disclosed, however, in the Compensation Discussion and Analysis in our report for Fiscal 2014. Pursuant to the 2014 Bonus Plan, the following grants were made in November and December 2014: (A) On November 25, 2014, Mr. Asali was granted (i) $1,312,326, in the form of 98,228 fully vested shares of our Common Stock, (ii) $9,036,450, in the form of 676,381 shares of restricted stock which vest as follows: 98,228 on November 29, 2015, 289,077 on November 29, 2016, and 289,076 on November 29, 2017 and (iii) $1,809,401, in the form of nonqualified stock options to purchase 340,232 shares of our Common Stock which vest as follows: 43,145 were vested on the date of grant, 43,145 on November 29, 2015, 126,971 on November 29, 2016 and 126,971 on November 29, 2017. (B) On November 25, 2014, Mr. Williams was granted (i) $524,928, in the form of 39,291 fully vested shares of our Common Stock, (ii) $3,196,393, in the form of 239,251 shares of restricted stock which vest as follows: 39,291 on November 29, 2015, 99,980 on November 29, 2016, and 99,980 on November 29, 2017 and (iii) $648,673, in the form of nonqualified stock options to purchase 122,344 shares of our Common Stock which vest as follows: 17,258 were vested on the date of grant, 17,258 on November 29, 2015, 43,914 on November 29, 2016 and 43,914 on November 29, 2017. (C) On November 25, 2014, Mr. Maura was granted (i) $1,049,856, in the form of 78,582 fully vested shares of our Common Stock, (ii) $3,994,720, in the form of 299,006 shares of restricted stock which vest as follows: 78,582 on November 29, 2015, 110,212 on November 29, 2016, and 110,212 on November 29, 2017 and (iii) $866,770, in the form of nonqualified stock options to purchase 165,848 shares of our Common Stock which vest as follows: 34,516 were vested on the date of grant, 34,516 on November 29, 2015, 48,408 on November 29, 2016 and 48,408 on November 29, 2017. (D) On November 25, 2014, Mr. Sena was granted (i) $104,983, in the form of 7,858 fully vested shares of our Common Stock, (ii) $524,914, in the form of 39,290 shares of restricted stock which vest as follows: 7,858 on November 29, 2015, 15,716 on November 29, 2014, and 15,716 on November 29, 2017 and (iii) $109,200, in the form of nonqualified stock options to purchase 20,709 shares of our Common Stock which vest as follows: 3,452 were vested on the date of grant, 3,452 on November 29, 2015, 6,903 on November 29, 2016 and 6,902 on November 29, 2017. |
| (3) | For Fiscal 2015, reflects the cash portion of the incentive awards earned by our named executive officers pursuant to the 2015 Bonus Plan with respect to services performed for the Company during Fiscal 2015. For Mr. Falcone this amount is pursuant to the Falcone Separation Agreement. As discussed in great detail under the heading “Annual Bonus Plan-Corporate Bonus” above, in Fiscal 2015, we reduced deferred cash bonuses previously granted to Messrs. Asali, Williams and Maura in Fiscal 2013 and 2014 pursuant to the terms of the 2015 Bonus Plan. |
| (4) | For Fiscal 2015, (i) for Mr. Falcone, amounts in this column represent a one-time severance payment of $20.5 million, pursuant to the Falcone Separation Agreement and the value of his FlexNet cash benefit of $50,000, utilized for transportation services during Fiscal 2015, (ii) for Mr. Asali, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for transportation; (iii) for Mr. Williams, amounts in this column represent the Company’s matching contribution under our 401(k) Plan in the amount of $10,000 and the value of his FlexNet cash benefit of $50,000, utilized for transportation services, technology reimbursement, financial services and health and welfare programs; (iv) for Mr. Maura, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for health and welfare programs, transportation and travel services; (v) for Mr. Sena, amounts in this column represent the Company’s matching contribution under our 401(k) Plan in the amount of $8,781 and the value of his FlexNet cash benefit of $25,000, utilized for health and welfare programs, tax preparation and technology. |
| (5) | See section titled “HRG Subsidiary and Affiliate Fees” above for a discussion of the compensation received by certain of our named executive officers from our subsidiaries and affiliates during Fiscal 2015. Such amounts are not reflected in this table. |
| (6) | This represents the amount earned pursuant to the Williams Retention and Release Agreement. |
| (7) | Mr. Sena’s Fiscal 2015 base salary represents the amount he earned from September 30, 2014 through May 20, 2015, which was the date his employment with the Company terminated. |
| (8) | Mr. Falcone’s base salary represents the amount he earned from September 30, 2014 through December 1, 2014 ,which was the date his employment with the Company was terminated. |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name               |   | Grant Date |   | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards |   | All Other Stock Awards: Number of Shares of Stock or Units (2) |   | All Other Option Awards: Number of Securities Underlying Options (2) |   | Exercise or Base Price of Option Awards ($/Sh) |   | Grant Date Fair Value ($) (3) |
|               |   | Threshold |   | Target ($) (1) |   | Maximum |   |   |   |   |
| Omar M. Asali      |   |   |   |   |   | 2,500,000 |  |   |   |   |   |   |   |   |   |   |   |
|               |   | 11/25/2014 |   |   |   |   |   |   |   |   |   | 340,232 |  |   | 13.36 |  |   | 1,809,401 |  |
|               |   | 11/25/2014 |   |   |   |   |   |   |   | 774,609 |  |   |   |   |   |   | 10,348,776 |  |
| Thomas A. Williams |   |   |   |   |   | 1,000,000 |  |   |   |   |   |   |   |   |   |   |   |
|               |   | 11/25/2014 |   |   |   |   |   |   |   |   |   | 122,344 |  |   | 13.36 |  |   | 648,673 |  |
|               |   | 11/25/2014 |   |   |   |   |   |   |   | 278,542 |  |   |   |   |   |   | 3,721,321 |  |
| David M. Maura     |   |   |   |   |   | 2,000,000 |  |   |   |   |   |   |   |   |   |   |   |
|               |   | 11/25/2014 |   |   |   |   |   |   |   |   |   | 165,848 |  |   | 13.36 |  |   | 866,770 |  |
|               |   | 11/25/2014 |   |   |   |   |   |   |   | 377,588 |  |   |   |   |   |   | 5,044,576 |  |
| Michael Sena       |   |   |   |   |   | 200,000 |  |   |   |   |   |   |   |   |   |   |   |
|               |   | 11/25/2014 |   |   |   |   |   |   |   |   |   | 20,709 |  |   | 13.36 |  |   | 109,200 |  |
|               |   | 11/25/2014 |   |   |   |   |   |   |   | 47,148 |  |   |   |   |   |   | 629,897 |  |
| Phillip A. Falcone |   |   |   |   |   | — |  |   |   |   | — |  |   | — |  |   | — |  |   | — |  |

|     |
|-----|
|     |  |
| (1) | This reflects the target payouts to our named executive officers pursuant to the 2015 Bonus Plan with respect to services performed for the Company during Fiscal 2015. Note that the 2015 Bonus Plan is payable 40% in cash and 60% in equity and such equity was granted after September 30, 2015. In accordance with SEC rules, the equity portion (payable in stock, restricted stock and options) is not reportable in this report’s Grants of Plan Based Award table or Summary Compensation table, but will be reported in next year’s tables for Fiscal 2016. The maximum bonus payment to any individual under the 2015 Bonus Plan with respect to any year is subject to the $20 million Award Cap. |
| (2) | All restricted stock and option awards made in Fiscal 2015 were granted pursuant to the 2014 Bonus Plan. |
| (3) | This column reflects the aggregate grant date fair value of the option and stock awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, see Note 18 to Consolidated Financial Statements included in the Original 10-K. |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |   | Option Awards |   | Stock Awards |
| Name               |   | Number of Securities Underlying Unexercised Options Exercisable |   | Number of Securities Underlying Unexercised Options Unexercisable |   |   | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |   | Option Exercise Price ($) (1) |   | Option Expiration Date |   | Number of Shares or Units of Stock That Have Not Vested |   |   | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
| Omar M. Asali      |   | 750,000 |  |   | 250,000 |  | (3) |   | — |  |   | 4.86 |  |   | 2/14/2022 |   | — |  |   |   | — |  |
|               |   | 343,518 |  |   | 201,382 |  | (4) |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | 441,340 |  | (4) |   | 5,176,918 |  |
|               |   | 102,272 |  |   | 306,819 |  | (8) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 764,235 |  | (8) |   | 8,964,477 |  |
|               |   | 43,145 |  |   | 297,087 |  | (11) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 676,381 |  | (11) |   | 7,933,949 |  |
| Thomas A. Williams |   | 35,000 |  |   | 35,000 |  | (5) |   | — |  |   | 4.81 |  |   | 5/14/2022 |   | — |  |   |   | — |  |
|               |   | 78,838 |  |   | 21,983 |  | (6) |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | 48,178 |  | (6) |   | 565,128 |  |
|               |   | 40,910 |  |   | 111,476 |  | (9) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 277,672 |  | (9) |   | 3,257,093 |  |
|               |   | 17,258 |  |   | 105,086 |  | (12) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 239,251 |  | (12) |   | 2,806,414 |  |
| David M. Maura     |   | 0 |  |   | 177,500 |  | (3) |   | — |  |   | 4.86 |  |   | 2/14/2022 |   | — |  |   |   | — |  |
|               |   | 274,814 |  |   | 161,106 |  | (7) |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | 353,072 |  | (7) |   | 4,141,535 |  |
|               |   | 81,818 |  |   | 315,955 |  | (10) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 786,993 |  | (10) |   | 9,231,428 |  |
|               |   | 34,516 |  |   | 131,332 |  | (13) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 299,006 |  | (13) |   | 3,507,340 |  |
| Philip A. Falcone  |   | — |  |   | 1,800,000 |  | (14) |   | — |  |   | 13.125 |  |   | 9/6/2018 |   | — |  |   |   | — |  |
| Michael Sena       |   | — |  |   | — |  |   |   | — |  |   | — |  |   |   |   | — |  |   |   | — |  |

|      |
|------|
|      |  |
| (1)  | The exercise price of all equity awards is equal to the fair market value (closing sale price of our Common Stock) on the date of grant. |
| (2)  | The amounts in this column reflect the fair market value of the unvested restricted stock based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. |
| (3)  | Messrs. Asali’s and Maura’s unvested option awards vested on October 1, 2015. |
| (4)  | Mr. Asali’s unvested option award will vest as follows: 201,382 on November 29, 2015. Mr. Asali’s restricted stock will vest as follows: 441,340 on November 29, 2015. |
| (5)  | Mr. Williams’ unvested option awards vest on March 5, 2016. |
| (6)  | Mr. Williams’ unvested option awards will vest as follows: 21,983 on November 29, 2015. Mr. Williams’ restricted stock will vest as follows: 48,178 on November 29, 2015. |
| (7)  | Mr. Maura’s unvested option awards will vest as follows: 161,106 on November 29, 2015. Mr. Maura’s restricted stock will vest as follows: 353,072 on November 29, 2015. |
| (8)  | Mr. Asali’s unvested option awards will vest as follows: 153,409 on November 29, 2015 and 153,410 on November 29, 2016. Mr. Asali’s restricted stock will vest as follows: 382,118 on November 29, 2015, and 382,117 on November 29, 2016. |
| (9)  | Mr. William’s unvested option awards will vest as follows: 55,738 on November 29, 2015 and 55,738 on November 29, 2016. Mr. William’s restricted stock will vest as follows: 138,836 on November 29, 2015, and 138,836 on November 29, 2016. |
| (10) | Mr. Maura’s unvested option awards will vest as follows: 157,977 on November 29, 2015 and 157,978 on November 29, 2016. Mr. Maura’s restricted stock will vest as follows: 393,497 on November 29, 2015, and 393,496 on November 29, 2016. |
| (11) | Mr. Asali’s unvested option awards will vest as follows: 43,145 on November 29, 2015 and 126,971 on November 29, 2016 and 126,971 on November 2017. Mr. Asali’s restricted stock will vest as follows: 98,228 on November 29, 2015, and 289,077 on November 29, 2016 and 289,076 on November 29, 2016. |
| (12) | Mr. William’s unvested option awards will vest as follows: 17,258 on November 29, 2015 and 43,914 on November 29, 2016 and 43,914 on November 2017. Mr. William’s restricted stock will vest as follows: 39,291 on November 29, 2015, and 99,980 on November 29, 2016 and 99,980 on November 2017. |
| (13) | Mr. Maura’s unvested option awards will vest as follows: 34,516 on November 29, 2015 and 48,408 on November 29, 2016 and 48,408 on November 2017. Mr. Maura’s restricted stock will vest as follows: 78,582 on November 29, 2015, and 110,212 on November 29, 2016 and 110,212 on November 29, 2017. |
| (14) | Mr. Falcone’s unvested warrant awards will vest as follows 600,000 on each of March 2016, 2017, 2018. |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |   | Option Awards |   |   | Stock Awards |
| Name               |   | Number of Shares Acquired on Exercise |   | Value Realized on Exercise ($) |   |   | Number of Shares Acquired on Vesting |   |   | Value Realized on Vesting ($) (6) |
| Omar M. Asali      |   | — |  |   | — |  |   |   | 350,000 |  | (1) |   | 4,539,500 |  |
|               |   |   |   |   |   |   | 441,340 |  | (2) |   | 5,997,811 |  |
|               |   |   |   |   |   |   | 127,373 |  | (3) |   | 1,730,999 |  |
|               |   |   |   |   |   |   | 98,228 |  | (4) |   | 1,334,919 |  |
| Thomas A. Williams |   | — |  |   | — |  |   |   | 50,000 |  | (1) |   | 623,000 |  |
|               |   |   |   |   |   |   | 48,178 |  | (2) |   | 654,739 |  |
|               |   |   |   |   |   |   | 50,949 |  | (3) |   | 692,397 |  |
|               |   |   |   |   |   |   | 39,291 |  | (4) |   | 533,965 |  |
| David M. Maura     |   | 177,500 |  |   | 2,415,775 |  | (5) |   | 250,000 |  | (1) |   | 3,242,500 |  |
|               |   |   |   |   |   |   | 353,072 |  | (2) |   | 4,798,248 |  |
|               |   |   |   |   |   |   | 101,898 |  | (3) |   | 1,384,794 |  |
|               |   |   |   |   |   |   | 78,582 |  | (4) |   | 1,067,929 |  |
| Michael Sena       |   | — |  |   | — |  |   |   | — |  |   |   | — |  |
| Philip A. Falcone  |   | — |  |   | — |  |   |   | — |  |   |   | — |  |

|     |
|-----|
|     |  |
| (1) | Represents initial stock awards which fully vested for Messrs. Asali and Maura on October 1, 2014 and for Mr. Williams on March 5, 2015. |
| (2) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2012, which vested on November 29, 2014. |
| (3) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2013, which vested on November 29, 2014. |
| (4) | Represents stock awards granted pursuant to the 2014 bonus plan which were fully vested on the November 25, 2014 grant date. |
| (5) | The value realized on exercise is based on a weighted average stock price derived from a stock price range of $13.5 to $13.7 during a series of exercises that occurred during Fiscal 2015. |
| (6) | The value realized on vesting is based on the stock price of $12.97 on October 1, 2014, $13.59 on December 1, 2014 and $12.46 on March 5, 2015. |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
| Name               |   | Registrant Contributions in Last Fiscal Year |   | Aggregate Balance at Last Fiscal Year End |
| Omar M. Asali      |   | $ | 5,886,000 |  |   | $ | 8,886,000 |  |
| Thomas A. Williams |   | 2,036,000 |  |   | 3,126,000 |  |
| David M. Maura     |   | 2,244,000 |  |   | 5,333,000 |  |
| Michael Sena       |   | 320,000 |  |   | — |  |
| Philip A. Falcone  |   | — |  |   | — |  |

----

----

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name               |   | Cash Severance (1) |   | Initial Equity Grant (2) |   | Prior Year Annual Bonus (3) |   | Benefits Continuation (4) |   | Total |
| Omar M. Asali      |   | $ | 500,000 |  |   | $ | 1,717,500 |  |   | $ | 31,607,780 |  |   | $ | 39,800 |  |   | $ | 33,865,080 |  |
| Thomas A. Williams |   | 500,000 |  |   | 242,200 |  |   | 9,825,200 |  |   | 39,800 |  |   | 10,607,200 |  |
| David M. Maura     |   | 500,000 |  |   | 1,219,425 |  |   | 22,730,453 |  |   | 39,800 |  |   | 24,489,678 |  |

|     |
|-----|
|     |  |
| (1) | This column reflects payment of twelve months of base salary, payable in continuing installments. |
| (2) | For Messrs. Asali, Williams and Maura, the figures represent the value of the entire unvested portion of the original grant of options, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. |
| (3) | This column reflects vesting of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2015 (as described above) because they worked through the last day of that fiscal year and Mr. Williams would be entitled to receive $1 million in respect to the Fiscal 2015 bonus, pursuant to the Williams Retention Agreement. |
| (4) | This column reflects COBRA premium reimbursements for 12 months, which are also payable if the executive’s employment is terminated due to death or Disability. |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name               |   | Cash Severance (1) |   | Initial Equity Grant (2) |   | Prior Year Annual Bonus (3) |   | Benefits Continuation (4) |   | Outplacement Services (5) |   | Total |
| Omar M. Asali      |   | $ | 6,000,000 |  |   | $ | 1,717,500 |  |   | $ | 31,607,780 |  |   | $ | 59,699 |  |   | $ | 15,000 |  |   | $ | 39,399,979 |  |
| Thomas A. Williams |   | 500,000 |  |   | 242,200 |  |   | 9,825,200 |  |   | 39,800 |  |   | — |  |   | 10,607,200 |  |
| David M. Maura     |   | 6,000,000 |  |   | 1,219,425 |  |   | 22,730,453 |  |   | 59,699 |  |   | 15,000 |  |   | 30,024,577 |  |

|     |
|-----|
|     |  |
| (1) | For Messrs. Asali and Maura, this column reflects the sum of two times (x) base salary and (y) the greater of (A) target bonus compensation or (B) $2.5 million, payable in installments over 24 months. For Mr. Williams, this column reflects payment of twelve months of base salary, payable in continuing installments. |
| (2) | Vesting of initial equity grants as provided above. |
| (3) | This column reflects payment of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2015 (as described above) because they worked through the last day of that fiscal year and Mr. Williams would be entitled to receive $1 million in respect to his Fiscal 2015 bonus, pursuant to the Williams Retention Agreement. |
| (4) | This column reflects COBRA premium reimbursement payments for up to 18 months for Messrs. Asali and Maura and up to 12 months for Mr. Williams. In addition, COBRA premium reimbursements are payable for 12 months if the executive’s employment is terminated due to death or Disability. |
| (5) | This column reflects estimated payments for outplacement services. |

----

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |  |  |
| Committee                           |   | Chair Annual Retainer |   | Member Annual Retainer |
| Audit                               |   | $ | 26,000 |  |   | $ | 15,000 |  |
| Compensation                        |   | 15,000 |  |   | 6,000 |  |
| Nominating and Corporate Governance |   | 10,000 |  |   | 5,000 |  |

|                      |
|----------------------|
|                      |  |  |  |  |  |  |  |  |  |  |  |  |
| Name (1)             |   | Fees Earned or Paid in Cash |   | Stock Awards (2) |   | Total |
| Frank Ianna (3)      |   | $ | 129,500 |  |   | $ | 80,000 |  |   | $ | 209,500 |  |
| Gerald Luterman (3)  |   | 135,500 |  |   | 80,000 |  |   | 215,500 |  |
| Joseph Steinberg (4) |   | 91,000 |  |   | — |  |   | 91,000 |  |
| Eugene I. Davis (3)  |   | 136,000 |  |   | 80,000 |  |   | 216,000 |  |
| Keith Hladek (5)     |   | — |  |   | — |  |   | — |  |
| Andrew Whittaker (6) |   | 80,000 |  |   | — |  |   | 80,000 |  |
| Curtis Glovier (7)   |   | — |  |   | — |  |   | — |  |

|     |
|-----|
|     |  |
| (1) | Messrs. Falcone, Maura and Asali were employees of our Company and did not receive any compensation from the Company for their services as HRG directors. See section titled “Summary Compensation Table.” |
| (2) | This column reflects the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). |
| (3) | On November 25, 2014, equity awards of 5,988 restricted stock were granted to each of Messrs. Davis, Luterman and Ianna, which vested on September 30, 2015. |
| (4) | Mr. Steinberg joined the Board on July 1, 2014. Mr. Steinberg was entitled to, but did not receive director fees for his service to HRG for Fiscal 2014 or Fiscal 2015 until after Fiscal 2015. Accordingly, in addition to cash compensation reflected in the table above, on November 25, 2015, Mr. Steinberg was awarded 11,486 fully vested shares of the Company’s common stock, representing the initial award for services in Fiscal 2014 and an award for Fiscal 2015. Mr. Steinberg also received fees for Fiscal 2015 from Spectrum Brands and FGL, each of which will be disclosed in the public filings of Spectrum Brands and FGL. |
| (5) | Mr. Hladek was an employee of Harbinger Capital and did not receive any compensation for his service as a director of the Company. Mr. Hladek resigned from the Board, effective as of December 1, 2014. |
| (6) | Mr. Whittaker joined the Board on July 1, 2014. Mr. Whittaker was entitled to, but did not receive director fees for his service to HRG for Fiscal 2014 or Fiscal 2015, until after Fiscal 2015. Accordingly, in addition to cash compensation reflected in the table above, on November 25, 2015, Mr. Whittaker was awarded 11,486 fully vested shares of the Company’s common stock, representing the initial award for services in Fiscal 2014 and an award for Fiscal 2015. |
| (7) | Mr. Glovier joined the Board on February 19, 2015. Mr. Glovier is entitled to, but has not yet received compensation for his services as director of HRG. |

----

----

|               |
|---------------|
|               |  |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

|         |                                                |
|---------|------------------------------------------------|
| • | each of our directors as of December 31, 2015, |

|         |                                                                                   |
|---------|-----------------------------------------------------------------------------------|
| • | each of our named executive officers for Fiscal 2015 as of December 31, 2015, |

|         |                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | each person known to us to beneficially own more than 5% of our outstanding Common Stock as of December 31, 2015 (the “5% stockholders”), and |

|         |                                                                                            |
|---------|--------------------------------------------------------------------------------------------|
| • | all directors as of December 31, 2015 and Fiscal 2015 named executive officers as a group. |

|                                                                         |
|-------------------------------------------------------------------------|
|                                                                         |  |  |  |  |  |  |
| Name and Address of Beneficial Owner                                    |   | Amount and Nature of Beneficial Ownership |   | Percent of Class |
| 5% Stockholders                                                         |   |   |   |   |
| Leucadia National Corporation (1)                                       |   | 46,633,479 |  |   | 23.23 | % |
| CF Turul Group (2)                                                      |   | 32,994,740 |  |   | 16.43 | % |
| Funds affiliated with Harbinger Capital (3)                             |   | 13,750,000 |  |   | 6.85 | % |
| Leon G. Cooperman (4)                                                   |   | 12,359,988 |  |   | 6.16 | % |
| Our Directors and Fiscal 2015 Named Executive Officers                  |   |   |   |   |
| Omar M. Asali (5)                                                       |   | 3,140,967 |  |   | 1.56 | % |
| Eugene I. Davis                                                         |   | 18,693 |  |   | * |  |
| Philip A. Falcone (6) **                                                |   | 13,750,000 |  |   | 6.85 | % |
| Curtis A. Glovier                                                       |   | — |  |   | * |  |
| Frank Ianna                                                             |   | 22,259 |  |   | * |  |
| Gerald Luterman                                                         |   | 22,259 |  |   | * |  |
| David M. Maura (7)                                                      |   | 1,678,837 |  |   | * |  |
| Michael Sena **                                                         |   | 17,796 |  |   | * |  |
| Joseph S. Steinberg                                                     |   | 17,229 |  |   | * |  |
| Andrew Whittaker                                                        |   | 17,229 |  |   | * |  |
| Thomas A. Williams (8)                                                  |   | 718,937 |  |   | * |  |
| All current directors and executive officers as a group (8 persons) (9) |   | 5,636,410 |  |   | 2.81 | % |

|     |
|-----|
|     |  |
| (1) | Based solely on a Schedule 13D, Amendment No. 2, filed with the SEC on November 26, 2014, Leucadia is the beneficial owner of 46,633,479 shares of our Common Stock, including the 28,000,000 shares Leucadia may from time to time sell and receive the proceeds from such sale for its own account. The address of Leucadia is 520 Madison Avenue, New York, New York 10022. |

----

|     |
|-----|
|     |  |
| (2) | Based solely on a Schedule 13D, Amendment No. 3, filed with the SEC on May 19, 2014, CF Turul LLC is the beneficial owner of 32,994,740 shares of our Common Stock. The 32,994,740 shares excludes one share of our preferred stock owned by CF Turul, which cannot be converted into Common Stock. As described in the Schedule 13D, each of Fortress Credit Opportunities Advisors LLC, Fortress Credit Opportunities MA Advisors LLC, Fortress Credit Opportunities MA II Advisors LLC, FCO MA LSS Advisors LLC, Fortress Credit Opportunities MA Maple Leaf Advisors LLC, Fortress Global Opportunities (Yen) Advisors LLC, Drawbridge Special Opportunities Advisors LLC, Fortress Special Opportunities Advisors LLC, FIG LLC, Fortress Operating Entity I LP, FIG Corp., Fortress Investment Group LLC, Mr. Peter L. Briger, Jr., and Mr. Constantine M. Dakolias (collectively, the “CF Turul Group”) may also be deemed to be the beneficial owner of our shares of Common Stock beneficially owned by CF Turul, assuming the effectiveness of a joint investment committee agreement. The business address of CF Turul is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. |
| (3) | Based solely on a Schedule 13D, Amendment No. 32, filed with the SEC on December 22, 2015, Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”) is the beneficial owner of 13,750,000 shares of our Common Stock. The shares of our Common Stock beneficially owned by the Master Fund may also be deemed to be beneficially owned by Harbinger Capital, the investment manager of the Master Fund; Harbinger Holdings, LLC (“Harbinger Holdings”), the managing member of Harbinger Capital; and Mr. Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund. The Master Fund has reported in its Schedule 13D, as amended, that a portion of the shares of our Common Stock held by the Master Fund are pledged, together with securities of other issuers, to secure certain portfolio financing for the Master Fund. The address of the Master Fund is c/o International Fund Services (Ireland) Limited, 78 Sir John Rogerson’s Quay, Dublin L2, Ireland. The Harbinger Capital line item does not reflect the 1,800,000 shares of Common Stock underlying unvested warrants granted to Mr. Falcone because such warrants do not vest within 60 days of December 1, 2015. |
| (4) | Based solely on a Schedule 13F-HR, filed with the SEC on November 16, 2015 and other filings with the SEC, Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. (“Associates”). Associates is the general partner of limited partnerships known as Omega Capital Partners, L.P. (“Capital LP”), Omega Capital Investors, L.P. (“Investors LP”), and Omega Equity Investors, L.P. (“Equity LP”). Mr. Cooperman is the President, CEO, and sole stockholder of Omega Advisors, Inc. (“Advisors”) and Mr. Cooperman is deemed to control said entity. Advisors serves as the investment manager to Capital LP, Investors LP, Equity LP, Omega Overseas Partners, Ltd. (“Overseas”). Advisors also serves as a discretionary investment advisor to a limited number of institutional clients (the “Managed Accounts”). As to the shares of Common Stock owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such shares because the owners of the Managed Accounts may be deemed beneficial owners of such shares as a result of their right to terminate the discretionary account within a period of 60 days. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, Overseas, and Advisors. Mr. Cooperman may be deemed the beneficial owner of 12,359,988 shares of Common Stock. Except as otherwise indicated, the principal business address of Mr. Cooperman and his affiliated entities and Managed Accounts is 810 Seventh Avenue, 33rd Floor, New York, NY 10019. The registered address of Overseas is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, British West Indies. |
| (5) | Includes 1,902,032 shares of Common Stock and 1,238,935 shares of Common Stock underlying options that have vested or will vest within 60 days of December 1, 2015. Does not include 1,055,288 shares subject to unvested options that do not vest within 60 days of December 1, 2015. Such amounts do not include 106,553 shares of our Common Stock held by a charitable foundation of which Mr. Asali and his spouse are trustees. |
| (6) | Based solely on a Schedule 13D, Amendment No. 32, filed with the SEC on December 22, 2015, Mr. Falcone, the managing member of Harbinger Holdings and HCP II GP and portfolio manager of the Master Fund, may be deemed to indirectly beneficially own 13,750,000 shares of our Common Stock. Mr. Falcone has shared voting and dispositive power over all such shares. The Master Fund has reported in its Schedule 13D, as amended, that a portion of the shares of our Common Stock held by the Master Fund are pledged, together with securities of other issuers, to secure certain portfolio financing for the Master Fund. The amount of shares of Common Stock beneficially owned by Mr. Falcone does not include 1,800,000 shares underlying unvested warrants that do not vest within 60 days of December 1, 2015. Mr. Falcone’s address is c/o Harbinger Holdings, LLC, 450 Park Avenue, 30th floor, New York, New York, 10022. |
| (7) | Includes 1,287,689 shares of Common Stock and 391,148 shares of Common Stock underlying options that have vested or will vest within 60 days of December 1, 2015. Does not include 785,893 shares underlying unvested options that do not vest within 60 days of December 1, 2015. Also includes 36,075 shares of Common Stock contributed by Mr. Maura to a charitable foundation that may be deemed to be beneficially owned by Mr. Maura. |
| (8) | Includes 546,931 shares of Common Stock and 172,006 shares of Common Stock underlying options that have vested or will vest within 60 days of December 1, 2015. Does not include 273,545 shares underlying unvested options that do not vest within 60 days of December 1, 2015. |
| (9) | Includes 3,846,374 shares of Common Stock and 1,807,832 shares of Common Stock underlying options, warrants or restricted stock units that are currently exercisable or become exercisable, or vest, as applicable, within 60 days of December 1, 2015. Also includes 36,075 shares of Common Stock contributed by Mr. Maura to a charitable foundation that may be deemed to be beneficially owned by Mr. Maura. Does not include 3,914,726 shares underlying unvested options and warrants that do not vest within 60 days of December 1, 2015. |

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |
| Plan category                                              |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands) (a) |   | Weighted-average exercise price of outstanding options, warrants and rights (b) |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) |
| Equity compensation plans approved by security holders     |   | 10,895 |  |   | $ | 6.22 |  |   | 9,198 |  |
| Equity compensation plans not approved by security holders |   | — |  |   | — |  |   | — |  |
| Total                                                      |   | 10,895 |  |   | $ | 6.22 |  |   | 9,198 |  |

----

----

|               |
|---------------|
|               |  |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |

----

----

|               |
|---------------|
|               |  |
| Item 14. | Principal Accounting Fees and Services |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   | Year Ended September 30, |
|               |   | 2015 |   | 2014 |
| Audit Fees         |   | $ | 2,784,100 |  |   | $ | 2,718,000 |  |
| Audit-Related Fees |   | — |  |   | 18,000 |  |
| Tax Fees           |   | — |  |   | 85,000 |  |
| All Other Fees     |   | 22,000 |  |   | — |  |
| Total Fees         |   | $ | 2,806,100 |  |   | $ | 2,821,000 |  |

|         |                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Audit Fees are fees for professional services for the audit of the consolidated financial statements included in Form 10-K and the review of the consolidated financial statements included in Form 10-Qs or services that are provided in connection with statutory and regulatory filings or engagements, such as statutory audits required for certain foreign subsidiaries. |

|         |                                                                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements. |

|         |                                                                    |
|---------|--------------------------------------------------------------------|
| • | Tax Fees are fees for tax compliance, tax advice and tax planning. |

|         |                                                                                               |
|---------|-----------------------------------------------------------------------------------------------|
| • | All Other Fees are fees, if any, for any services not included in the first three categories. |

----

|               |
|---------------|
|               |  |
| Item 15. | Exhibits, Financial Statements Schedules |

|             |
|-------------|
|             |  |  |
| Exhibit No. |   | Description of Exhibits |
| 31.1*       |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2*       |   | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

----

|        |
|--------|
|        |  |  |  |  |  |
|   |   |   | HRG Group, Inc.(Registrant) |
|   |   |   |   |
| Dated: | January 13, 2016 |   | By: |   | /s/ GEORGE C. NICHOLSON |
|   |   |   |   |   | George C. Nicholson |
|   |   |   |   |   | Senior Vice President, Chief Accounting Officer and Acting Chief Financial Officer(on behalf of the Registrant) |

----

|             |
|-------------|
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| Exhibit No. |   | Description of Exhibits |
| 31.1*       |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2*       |   | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |