MARYSVILLE, Ohio, Aug. 5, 2014 /PRNewswire/ -- The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced results for its fiscal third quarter ended June 28, 2014 and said it expects full-year adjusted earnings to be at least on the high-end of its guidance range of $3.05 to $3.20 per share.

"The second half of the lawn and garden season has been extremely strong, with positive consumer purchases against the double-digit increases we posted a year ago," said Jim Hagedorn, chairman and chief executive officer. "Our momentum is carrying into the fourth quarter with consumer purchases in July at an all-time high and our European business on track to have its most profitable year ever."

"Based on our continued momentum, we're now confident that full-year earnings are trending toward the high end of our previous guidance range with upside potential depending on results for the balance of the year. We also are finalizing plans to increase our focus on shareholder friendly actions. Within the coming weeks, we expect to announce returning roughly $125 million, or about $2 per share, to shareholders during the fourth quarter."

Third Quarter Details
Company-wide net sales for the quarter ended June 28 declined 2 percent to $1.12 billion due to a 3 percent decline in the Global Consumer segment, where sales were $1.01 billion during the third quarter, compared to $1.04 billion during the same quarter a year ago. The year-over-year difference was due primarily to lower unit volume in the U.S. compared to a year ago, partially offset by targeted pricing, continued strength in Europe as well as the acquisition of the Tomcat business.

Consumer purchases in the U.S. - as measured by point-of-sale (POS) data from the Company's largest retail partners - were relatively flat in the third quarter, compared to a year ago.

"Although many of our major markets in the U.S. didn't break until early May, consumers have been highly engaged since then," said Hagedorn. "The strength we have seen over the last several months speaks to the resilience of this category and the strength of our brands."

Scotts LawnService sales increased 3 percent to $92.8 million in the third quarter, compared to $89.9 million a year ago, primarily due to the timing of sales shifting from the second quarter to the third quarter due to the delayed start of the spring season.

For the quarter, the company-wide adjusted gross margin rate was 37.9 percent, compared with 38.9 percent a year ago. The year-over-year difference was primarily attributable to higher distribution costs and unfavorable product mix, partially offset by planned cost reductions and targeted pricing.

Selling, general and administrative expenses (SG&A) were flat in the quarter, in line with the Company's internal expectations.

The consolidated company-wide adjusted income from continuing operations before income taxes was $227.3 million during the quarter, compared to $240.7 million a year ago. The operating income from the Global Consumer segment for the third quarter declined 6 percent to $244.5 million, compared with $260.5 million a year ago. The Scotts LawnService segment reported operating income of $20.7 million for the quarter, a decline of 7 percent, compared with $22.3 million during the same quarter a year ago.

Adjusted income from continuing operations for the third quarter was $146.0 million, or $2.34 per share, which excludes impairment, restructuring and other charges. That compares with adjusted income of $153.4 million, or $2.45 per share, last year. On a GAAP basis, income from continuing operations was $120.7 million, or $1.93 per share, compared with $147.7 million, or $2.36 per share, a year ago.

The quarter included a $33.7 million non-cash impairment charge related to the Ortho brand as part of the Company's impairment review.

Year-to-Date Details
Net sales for the first nine months of fiscal 2014 increased 2 percent to $2.39 billion, compared to $2.34 billion a year ago. The year-over-year change was attributable to increased sales in the Global Consumer segment, primarily due to strength in Europe, targeted pricing in the U.S. and the acquisition of the Tomcat business. For the first nine months of the year, Scotts LawnService sales were flat, compared to a year ago.

Fiscal year-to-date consumer purchases in the U.S. were slightly down through the end of June due primarily to a weather-delayed start to the season.

The adjusted company-wide gross margin rate for the first nine months increased 100 basis points to 37.3 percent, compared to 36.3 percent a year ago, primarily due to targeted pricing and planned cost reductions, partially offset by higher-than-expected distribution costs and unfavorable product mix.

SG&A increased $6 million to $525.6 million for the first nine months, in line with the Company's internal expectations.

Adjusted income from continuing operations increased 18 percent to $217.1 million, or $3.46 per share, for the first nine months of the year, compared to $184.3 million, or $2.95 per share, during the same period a year ago. Those results exclude impairment, restructuring and other charges, as well as one-time costs related to financing. Including those items, reported income from continuing operations for the first nine months of fiscal 2014 was $180.6 million, or $2.88 per share, compared with $178.6 million, or $2.86 per share, a year ago.

Full-Year Outlook
The Company said stronger-than-expected sales trends since June will likely result in a 1 to 2 percent year-over-year net sales increase for the year, which is slightly better than what management communicated earlier in the third quarter. The Company anticipates an improvement in adjusted gross margin rate of approximately 100 basis points and an increase in SG&A of approximately 2 percent for the year.

Volume shortfalls earlier in the season are likely to result in higher-than-expected year-ending inventory levels and working capital. As a result, operating cash flow will likely be slightly lower than the $275 million that was originally projected.

Conference Call and Webcast Scheduled for 9:00 a.m. ET Today, August 5
The Company will discuss results during a webcast and conference call today at 9:00 a.m. Eastern Time. Conference call participants should call 1-877-741-4242 (Conference Code: 3177823). A live webcast of the call will be available on the investor relations section of the Company's website at http://investor.scotts.com. An archive of the webcast, as well as any accompanying financial information regarding any non-GAAP financial measures discussed by the Company during the call, will remain available for at least 12 months. In addition, a replay of the call can be heard by calling 1-888-203-1112. The replay will be available for 30 days.

About ScottsMiracle-Gro
With more than $2.8 billion in worldwide sales, The Scotts Miracle-Gro Company is the world's largest marketer of branded consumer products for lawn and garden care. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.S., we operate Scotts LawnService®, the second largest residential lawn care service business. In Europe, the Company's brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®. For additional information, visit us at www.scotts.com.

Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company's management, and the Company's assumptions regarding such performance and plans are "forward-looking statements" within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as "guidance," "outlook," "projected," "believe," "target," "predict," "estimate," "forecast," "strategy," "may," "goal," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "should" or other similar words or phrases. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:


    --  Compliance with environmental and other public health regulations could
        increase the Company's costs of doing business or limit the Company's
        ability to market all of its products;
    --  Increases in the prices of raw materials and fuel costs could adversely
        affect the Company's results of operations;
    --  The highly competitive nature of the Company's markets could adversely
        affect its ability to maintain or grow revenues;
    --  Because of the concentration of the Company's sales to a small number of
        retail customers, the loss of one or more of, or significant reduction
        in orders from, its top customers could adversely affect the Company's
        financial results;
    --  Adverse weather conditions could adversely impact financial results;
    --  The Company's international operations make the Company susceptible to
        fluctuations in currency exchange rates and to other costs and risks
        associated with international regulation;
    --  The Company may not be able to adequately protect its intellectual
        property and other proprietary rights that are material to the Company's
        business;
    --  If Monsanto Company were to terminate the Marketing Agreement for
        consumer Roundup products, the Company would lose a substantial source
        of future earnings and overhead expense absorption;
    --  Hagedorn Partnership, L.P. beneficially owns approximately 27% of the
        Company's common shares and can significantly influence decisions that
        require the approval of shareholders;
    --  The Company may pursue acquisitions, dispositions, investments,
        dividends, share repurchases and/or other corporate transactions that it
        believes will maximize equity returns of its shareholders but may
        involve risks.

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company's publicly filed quarterly, annual and other reports. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.




                                                                                           THE SCOTTS MIRACLE-GRO COMPANY

                                                                                   Condensed Consolidated Statement of Operations

                                                                                  (In millions, except for per common share data)

                                                                                                    (Unaudited)



                                                                                   Three Months Ended                                                 Nine Months Ended
                                                                                   ------------------                                                 -----------------

                                                                                        June 28,                                  June 29,                    %                 June 28,             June 29,            %
                                                                                                            2014                               2013          Change                          2014                 2013    Change
                                                                Footnotes
                                                                ---------

    Net sales                                                                                           $1,116.4                           $1,137.1                      (2)%            $2,387.0             $2,340.1            2 %

    Cost of sales                                                                                          693.1                              695.3                                       1,496.0              1,490.4

    Cost of sales - impairment, restructuring and other                                                        -                               1.5                                             -                 1.6
                                                                                                             ---                               ---                                           ---                 ---

    Gross profit                                                                                           423.3                              440.3                      (4)%               891.0                848.1            5 %

    % of sales                                                                                             37.9%                             38.7%                                        37.3%               36.2%

    Operating expenses:

    Selling, general and administrative                                                                    189.0                              189.2                       - %              525.6                519.9            1 %

    Impairment, restructuring and other                                                                     39.2                                7.0                                          45.6                  6.7

    Other income, net                                                                                      (5.8)                             (4.9)                                        (8.5)               (7.5)
                                                                                                            ----                               ----                                          ----                 ----

    Income from operations                                                                                 200.9                              249.0                     (19)%               328.3                329.0            - %

    % of sales                                                                                             18.0%                             21.9%                                        13.8%               14.1%

    Costs related to refinancing                                                                               -                                 -                                         10.7                    -

    Interest expense                                                                                        12.8                               16.8                                          38.7                 47.9
                                                                                                            ----                               ----                                          ----                 ----

    Income from continuing operations before income
    taxes
                                                                                                           188.1                              232.2                     (19)%               278.9                281.1           (1)%

    Income tax expense from continuing operations                                                           67.4                               84.5                                          98.3                102.5
                                                                                                            ----                               ----                                          ----                -----

    Income from continuing operations                                                                      120.7                              147.7                     (18)%               180.6                178.6            1 %

    Income from discontinued operations, net of tax                           (3)                              1.0                                0.5                                           1.1                  1.9
                                                                              ---                               ---                                                                             ---

    Net income                                                                                            $121.7                             $148.2                                        $181.7               $180.5
                                                                                                          ======                             ======                                        ======               ======

    Basic income per common share:                                            (1)

    Income from continuing operations                                                                      $1.97                              $2.39                     (18)%               $2.93                $2.89            1 %

    Income from discontinued operations                                                                     0.02                               0.01                                          0.02                 0.03
                                                                                                            ----                               ----                                          ----                 ----

    Net income                                                                                             $1.99                              $2.40                                         $2.95                $2.92
                                                                                                           =====                              =====                                         =====                =====

    Diluted income per common share:                                          (2)

    Income from continuing operations                                                                      $1.93                              $2.36                     (18)%               $2.88                $2.86            1 %

    Income from discontinued operations                                                                     0.02                               0.01                                          0.02                 0.03
                                                                                                            ----                               ----                                          ----                 ----

    Net income                                                                                             $1.95                              $2.37                                         $2.90                $2.89
                                                                                                           =====                              =====                                         =====                =====

    Common shares used in basic income per share
    calculation
                                                                                                            61.3                               61.7                      (1)%                61.7                 61.7            - %
                                                                                                            ====                               ====                                          ====                 ====

    Common shares and potential common shares used in
    diluted income per share calculation
                                                                                                            62.4                               62.6                       - %               62.8                 62.5            - %
                                                                                                            ====                               ====                                          ====                 ====

    Non-GAAP results from continuing operations:

    Adjusted income from continuing operations                                (4)                           $146.0                             $153.4                      (5)%              $217.1               $184.3           18 %
                                                                              ===                            ======                                                         ===               ======

    Adjusted diluted income per share from continuing
    operations
                                                                          (2) (4)                            $2.34                              $2.45                      (4)%               $3.46                $2.95           17 %
                                                                                                           =====                              =====                                           ===                =====

    Adjusted EBITDA                                                       (3) (4)                           $252.3                             $266.4                      (5)%              $412.0               $381.3            8 %
                                                                                                          ======                             ======                                           ===               ======

    Note: See accompanying footnotes at the end of the release.

THE SCOTTS MIRACLE-GRO COMPANY
Net Sales and Income (Loss) from Continuing Operations before Income Taxes by Segment
(In millions)
(Unaudited)

The Company is divided into the following reportable segments: Global Consumer and Scotts LawnService®. This division of reportable segments is consistent with how the segments report to and are managed by the chief operating decision maker of the Company.

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before amortization, impairment, restructuring and other charges, which is not a generally accepted accounting principle ("GAAP") measure. Senior management of the Company uses this measure of operating profit (loss) to evaluate segment performance because we believe this measure is the most indicative of performance trends and the overall earnings potential of each segment.

Corporate & Other consists of revenues and expenses associated with the Company's supply agreements with Israel Chemicals Ltd. and the amortization related to the Roundup® Marketing Agreement, as well as corporate, general and administrative expenses and certain other income/expense items not allocated to the business segments.




                                                    Three Months Ended         Nine Months Ended
                                                    ------------------



                                                         June 28,                   June 29,              %            June 28,          June 29,           %

                                                                          2014                       2013 Change                    2014               2013   Change
                                                                          ----                       ---- ------                    ----               ----   ------

    Net Sales:
    ----------

    Global Consumer                                                   $1,012.8                   $1,041.2         (3)%          $2,197.2           $2,146.6            2 %

    Scotts LawnService(R)                                                 92.8                       89.9          3 %             168.0              167.6            - %
                                                                          ----                       ----                          -----              -----

    Segment total                                                      1,105.6                    1,131.1         (2)%           2,365.2            2,314.2            2 %

    Corporate & Other                                                     10.8                        6.0                           21.8               25.9
                                                                          ----                        ---                           ----               ----

    Consolidated                                                      $1,116.4                   $1,137.1         (2)%          $2,387.0           $2,340.1            2 %
                                                                      ========                   ========                       ========           ========



    Income (Loss) from Continuing Operations before
    Income Taxes:
    -------------

    Global Consumer                                                     $244.5                     $260.5         (6)%            $446.6             $410.7            9 %

    Scotts LawnService(R)                                                 20.7                       22.3         (7)%               3.0                4.4          (32)%
                                                                          ----                       ----                            ---                ---

    Segment total                                                        265.2                      282.8                          449.6              415.1

    Corporate & Other                                                   (21.4)                    (22.8)                        (66.1)            (70.3)

    Intangible asset amortization                                        (3.7)                     (2.5)                         (9.6)             (7.5)

    Impairment, restructuring and other                                 (39.2)                     (8.5)                        (45.6)             (8.3)

    Costs related to refinancing                                             -                         -                        (10.7)                 -

    Interest expense                                                    (12.8)                    (16.8)                        (38.7)            (47.9)
                                                                         -----                      -----                          -----              -----

    Consolidated                                                        $188.1                     $232.2        (19)%            $278.9             $281.1           (1)%
                                                                        ------                     ------                         ------             ------



                                                  THE SCOTTS MIRACLE-GRO COMPANY

                                               Condensed Consolidated Balance Sheets

                                                           (In millions)



                                                                     June 28,                   June 29,           September 30,

                                                                                         2014                 2013                   2013

    ASSETS                                                         (Unaudited)                (Unaudited)           (Unaudited)
                                                                    ----------                 ----------            ----------

    Current assets:

    Cash and cash equivalents                                                          $147.2               $105.4                 $129.8

    Accounts receivable, net                                                            750.1                682.3                  313.3

    Inventories                                                                         387.8                385.8                  324.9

    Prepaids and other current assets                                                   125.9                135.0                  113.0
                                                                                        -----                -----                  -----

    Total current assets                                                              1,411.0              1,308.5                  881.0

    Property, plant and equipment, net                                                  443.4                409.8                  422.3

    Goodwill                                                                            333.3                315.2                  315.1

    Intangible assets, net                                                              281.3                297.6                  284.4

    Other assets                                                                         37.4                 31.2                   34.4
                                                                                         ----                 ----                   ----

    Total assets                                                                     $2,506.4             $2,362.3               $1,937.2

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Current portion of debt                                                            $200.5               $165.5                  $92.4

    Accounts payable                                                                    279.3                230.7                  137.7

    Other current liabilities                                                           428.6                450.2                  279.7
                                                                                        -----                -----                  -----

    Total current liabilities                                                           908.4                846.4                  509.8

    Long-term debt                                                                      628.7                548.1                  478.1

    Other liabilities                                                                   214.1                226.0                  238.8
                                                                                        -----                -----                  -----

    Total liabilities                                                                 1,751.2              1,620.5                1,226.7

    Shareholders' equity                                                                755.2                741.8                  710.5
                                                                                        -----                -----                  -----

    Total liabilities and shareholders' equity                                       $2,506.4             $2,362.3               $1,937.2
                                                                                     --------             --------               --------



                                                                                                               THE SCOTTS MIRACLE-GRO COMPANY

                                                                                                      Reconciliation of Non- GAAP Disclosure Items (4)

                                                                                                        (In millions, except per common share data)

                                                                                                                        (Unaudited)



                                                                Three Months Ended June 28, 2014                Three Months Ended June 29, 2013
                                                                --------------------------------                --------------------------------

                                                                               As                                         Impairment,                  Adjusted                                  Impairment,
                                                                            Reported                                     Restructuring                                                          Restructuring
                                                                                                                         and Other                                        As Reported           and Other          Adjusted
                                                                                                                                                                                                  ---           ---------     -------- --------

    Net sales                                                                                   $1,116.4                                          $ -           $1,116.4              $1,137.1                    $ -       $1,137.1

    Cost of sales                                                                                  693.1                                            -              693.1                 695.3                      -          695.3

    Cost of sales - impairment, restructuring and other                                                -                                           -                  -                  1.5                    1.5               -
                                                                                                     ---                                         ---                ---                  ---                    ---             ---

    Gross profit                                                                                   423.3                                            -              423.3                 440.3                  (1.5)          441.8

    % of sales                                                                                     37.9%                                                          37.9%                38.7%                                38.9%

    Operating expenses:

    Selling, general and administrative                                                            189.0                                            -              189.0                 189.2                      -          189.2

    Impairment, restructuring and other                                                             39.2                                         39.2                   -                  7.0                    7.0               -

    Other income, net                                                                              (5.8)                                           -              (5.8)                (4.9)                     -          (4.9)
                                                                                                    ----                                          ---               ----                  ----                    ---           ----

    Income from operations                                                                         200.9                                       (39.2)              240.1                 249.0                  (8.5)          257.5

    % of sales                                                                                     18.0%                                                          21.5%                21.9%                                22.6%

    Costs related to refinancing                                                                       -                                           -                  -                    -                     -              -

    Interest expense                                                                                12.8                                            -               12.8                  16.8                      -           16.8
                                                                                                    ----                                          ---               ----                  ----                    ---           ----

    Income from continuing operations before income taxes                                                                                      227.3

                                                                                                   188.1                                       (39.2)                                   232.2                  (8.5)          240.7

                                                                                                                                                81.3

    Income tax expense from continuing operations                                                   67.4                                       (13.9)                                    84.5                  (2.8)           87.3
                                                                                                    ----                                        -----                                     ----                   ----            ----

    Income from continuing operations                                                             $120.7                                      $(25.3)             $146.0                $147.7                 $(5.7)         $153.4
                                                                                                  ------                                       ------              ------                ------                  -----          ------

    Basic income per share from continuing operations                                              $1.97                                      $(0.41)              $2.38                 $2.39                $(0.09)          $2.48
                                                                                                   -----                                       ------               -----                 -----                 ------           -----

    Diluted income per share from continuing                                                       $1.93                                      $(0.41)              $2.34                 $2.36                $(0.09)          $2.45
    operations


    Common shares used in basic income per share

    calculation                                                                                     61.3                                         61.3                61.3                  61.7                   61.7            61.7
                                                                                                    ----                                         ----                ----                  ----                   ----            ----

    Common shares and potential common shares used
    in diluted income per share calculation

                                                                                                    62.4                                         62.4                62.4                  62.6                   62.6            62.6
                                                                                                    ====                                         ====                ====                  ====                   ====            ====

    Calculation of Adjusted EBITDA:
                                                                                                  $120.7                                                                               $147.7

    Income from continuing operations

    Income tax expense from continuing operations                                                   67.4                                                                                 84.5

    Income from discontinued operations, net of tax                                                  1.0                                                                                  0.5

    Income tax expense from discontinued operations                                                  0.5                                                                                  0.7

    Costs related to refinancing                                                                       -                                                                                   -

    Interest expense                                                                                12.8                                                                                 16.8

    Depreciation                                                                                    12.4                                                                                 13.6

    Amortization (including Roundup)                                                                 3.9                                                                                  2.7

    Impairment, restructuring and other                                                             33.7                                                                                    -

    Mark-to-market adjustments on derivatives                                                      (0.1)                                                                               (0.1)
                                                                                                    ----                                                                                 ----

    Adjusted EBITDA                                                                               $252.3                                                                               $266.4
                                                                                                  ======                                                                               ======

    Note: See accompanying footnotes at the end of the release.




                                                                                                            THE SCOTTS MIRACLE-GRO COMPANY

                                                                                                   Reconciliation of Non- GAAP Disclosure Items (4)

                                                                                                     (In millions, except per common share data)

                                                                                                                     (Unaudited)



                                                                Nine Months Ended June 28, 2014       Nine Months Ended June 29, 2013
                                                                -------------------------------       -------------------------------

                                                                                                              Impairment,                           Costs Related          Adjusted
                                                                                                             Restructuring                               to
                                                                                                                                                     Refinancing                                                       Impairment,
                                                                                                               and Other                                                                                              Restructuring
                                                                                                                                                                                                                        and Other

                                                                          As Reported                                                                                                          As Reported                                      Adjusted
                                                                          -----------                                                                                                          -----------                                      --------

    Net sales                                                                             $2,387.0                                     $ -                            $ -           $2,387.0               $2,340.1                 $       -            $2,340.1

    Cost of sales                                                                          1,496.0                                       -                              -            1,496.0                1,490.4                         -             1,490.4

                                                                                                                                      -                              -                  -

    Cost of sales - impairment, restructuring and other                                          -                                                                                                            1.6                       1.6                    -
                                                                                               ---                                                                                                            ---                       ---                  ---

    Gross profit                                                                             891.0                                       -                              -              891.0                  848.1                     (1.6)               849.7

    % of sales                                                                               37.3%                                                                                    37.3%                 36.2%                                        36.3%

    Operating expenses:

    Selling, general and administrative                                                      525.6                                       -                              -              525.6                  519.9                         -               519.9

    Impairment, restructuring and other                                                       45.6                                    45.6                               -                  -                   6.7                       6.7                    -

    Other income, net                                                                        (8.5)                                      -                              -              (8.5)                 (7.5)                        -               (7.5)
                                                                                              ----                                     ---                            ---               ----                   ----                       ---                ----

    Income from operations                                                                   328.3                                  (45.6)                              -              373.9                  329.0                     (8.3)               337.3

    % of sales                                                                               13.8%                                                                                    15.7%                 14.1%                                        14.4%

    Costs related to refinancing                                                              10.7                                       -                           10.7                   -                     -                        -                   -

    Interest expense                                                                          38.7                                       -                              -               38.7                   47.9                         -                47.9
                                                                                              ----                                     ---                            ---               ----                   ----                       ---                ----

    Income from continuing operations before income                                          278.9                                  (45.6)                         (10.7)              335.2
    taxes
                                                                                                                                                                                      281.1                  (8.3)                    289.4

    Income tax expense from continuing operations                                             98.3                                  (16.0)                          (3.8)              118.1                  102.5                     (2.6)               105.1
                                                                                              ----                                   -----                            ----               -----                  -----                      ----                -----

    Income from continuing operations                                                       $180.6                                 $(29.6)                         $(6.9)             $217.1                 $178.6                    $(5.7)              $184.3
                                                                                            ------                                  ------                           -----              ------                 ------                     -----               ------


    Basic income per share from continuing operations                                        $2.93                                 $(0.47)                        $(0.11)              $3.51                  $2.89                   $(0.09)               $2.98
                                                                                             -----                                  ------                          ------               -----                  -----                    ------                -----

    Diluted income per share from continuing                                                 $2.88                                 $(0.47)                        $(0.11)              $3.46                  $2.86                   $(0.09)               $2.95
    operations
                                                                                                                                                                                                                                                           ---

    Common shares used in basic income per share                                              61.7                                    61.7                            61.7                61.7                   61.7                      61.7                 61.7
    calculation


    Common shares and potential common shares used                                                                                 62.8                            62.8                62.8
    in diluted income per share calculation
                                                                                              62.8                                                                                                            62.5                      62.5                 62.5
                                                                                              ----                                                                                                            ----                      ----                 ----

    Calculation of Adjusted EBITDA:

    Income from continuing operations                                                       $180.6                                                                                                          $178.6

    Income tax expense from continuing operations                                             98.3                                                                                                           102.5

    Income from discontinued operations, net of tax                                            1.1                                                                                                             1.9

    Income tax expense from discontinued operations                                            1.0                                                                                                             1.4

    Costs related to refinancing                                                              10.7                                                                                                               -

    Interest expense                                                                          38.7                                                                                                            47.9

    Depreciation                                                                              37.8                                                                                                            41.0

    Amortization (including Roundup)                                                          10.2                                                                                                             8.1

    Impairment, restructuring and other                                                       33.7                                                                                                               -

    Mark-to-market adjustments on derivatives                                                (0.1)                                                                                                          (0.1)
                                                                                              ----                                                                                                            ----
                                                                                            $412.0
    Adjusted EBITDA                                                                                                                                                                  $381.3


    Note: See accompanying footnotes at the end of the release.

THE SCOTTS MIRACLE-GRO COMPANY
Footnotes to Preceding Financial Statements


             (1)    Basic income per common share
                     amounts is calculated by dividing
                     income from continuing operations,
                     income from discontinued operations
                     and net income by the weighted
                     average number of common shares
                     outstanding during the period.
             ---     -----------------------------------


             (2)    Diluted income per common share
                     amounts are calculated by dividing
                     income from continuing operations,
                     income from discontinued operations
                     and net income by the weighted
                     average number of common shares,
                     plus all potential dilutive
                     securities (common stock options,
                     stock appreciation rights,
                     performance shares, performance
                     units, restricted stock and
                     restricted stock units) outstanding
                     during the period.
             ---    -----------------------------------


             (3)    In the second quarter of fiscal
                     2014, the Company completed the
                     sale of its Wild Bird Food
                     business. As a result, effective in
                     its second quarter of fiscal 2014,
                     the Company classified its results
                     of operations for all periods
                     presented to reflect the Wild Bird
                     Food business as a discontinued
                     operation.
             ---    ------------------------------------


             (4)    The Reconciliation of Non-GAAP
                     Disclosure Items includes the
                     following non-GAAP financial
                     measures:


                    Adjusted income from continuing
                      operations and adjusted diluted
                      income per share from continuing
                      operations - These measures
                      exclude charges or credits relating
                      to impairments, restructurings,
                      discontinued operations and other
                      unusual items such as costs or
                      gains related to discrete projects
                      or transactions that are apart
                      from, and not indicative of, the
                      results of the operations of the
                      business.
     
    Adjusted EBITDA - This
                      measure is calculated as net income
                      (loss) before interest, taxes,
                      depreciation and amortization as
                      well as certain other items such as
                      the impact of the cumulative effect
                      of changes in accounting, costs
                      associated with debt refinancing
                      and other non-recurring, non-cash
                      items affecting net income. We
                      believe this measure provides
                      additional information for
                      determining our ability to meet
                      debt service requirements. The
                      presentation of adjusted EBITDA
                      herein is intended to be consistent
                      with the calculation of that
                      measure as required by our
                      borrowing arrangements, and used to
                      calculate a leverage ratio (maximum
                      of 4.00 at June 28, 2014) and an
                      interest coverage ratio (minimum of
                      3.50 for the twelve months ended
                      June 28, 2014). The Company was in
                      compliance with the terms of all
                      debt covenants at June 28, 2014.
                      
    The Company reports its financial
                      results in accordance with U.S.
                      generally accepted accounting
                      principles (GAAP). However,
                      management believes that certain
                      non-GAAP financial measures used
                      in managing the business may
                      provide users of this financial
                      information additional meaningful
                      comparison between current results
                      and results in prior operating
                      periods. The Company believes that
                      these non-GAAP financial measures
                      are the most indicative of the
                      Company's ongoing earnings
                      capabilities and that disclosure of
                      these non-GAAP financial measures
                      therefore provides useful
                      information to investors and other
                      users of its financial statements,
                      such as lenders. Non-GAAP
                      financial measures should be viewed
                      in addition to, and not as an
                      alternative for, the Company's
                      reported results prepared in
                      accordance with GAAP.
    ---             ------------------------------------

SOURCE The Scotts Miracle-Gro Company