MARYSVILLE, Ohio, Nov. 5, 2014 /PRNewswire/ -- The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced that fiscal 2014 adjusted earnings improved 19 percent driven by the Company's strong second half of the lawn and garden season, with continued momentum driving a 5 percent improvement in the fourth quarter.

Adjusted income from continuing operations for the year ended September 30, 2014 was $206.3 million, or $3.29 per share, compared with $172.6 million, or $2.76 per share a year ago. Results exclude costs related to impairment, restructuring and other charges, and one-time costs related to financing. Including those items, reported income from continuing operations for fiscal 2014 was $165.7 million, or $2.64 per share, compared with $159.4 million, or $2.55 per share, a year ago.

"The strong results we delivered in fiscal 2014 - in the face of a weather-delayed season - speak to the strength of our team, the resilience of the lawn and garden category and the confidence that our consumers and retail partners have in our brands," said Jim Hagedorn, chairman and chief executive officer. "In addition to over-delivering against the earnings guidance we provided, we also returned about $350 million to shareholders in 2014 through recurring and one-time dividend payments and share purchases.

"We are confident in our business plans for 2015 and expect sales for the year to increase 4 to 5 percent resulting in adjusted earnings per share in the range of $3.40 to $3.60."

Fourth-Quarter 2014 Details

Company-wide net sales increased 5 percent in the fourth quarter to $454.3 million, compared with $433.6 million during the same quarter a year ago.

Global Consumer segment sales increased 5 percent in the fourth quarter to $354.8 million. Sales in the U.S. increased 3 percent during the quarter. Outside the U.S., sales increased 13 percent, excluding the impact of foreign exchange rates. Scotts LawnService sales increased 5 percent to $95.0 million in the fourth quarter, compared to $90.2 million during the same quarter a year ago.

The company-wide adjusted gross margin rate was 30.9 percent during the fourth quarter, compared with 30.1 percent during the same quarter a year ago. The year-over-year improvement was due to targeted pricing and material cost reductions, partially offset by higher distribution costs.

SG&A in the fourth quarter increased $15.3 million to $154.9 million, compared with $139.6 million a year ago. The year-over-year difference was primarily due to increased marketing efforts for the Tomcat brand, costs related to the Company's acquisitions of Fafard & Brothers in Quebec and UK-based Solus Garden & Leisure, as well as increased investments in the Hawthorne Gardening Company, a wholly-owned subsidiary focused on indoor and urban gardening.

The operating loss for the Global Consumer segment was $7.8 million during the fourth quarter, compared with a loss of $6.9 million a year ago. Operating income for the Scotts LawnService segment increased 12 percent during the quarter to $27.2 million, compared with $24.3 million a year ago. On a company-wide basis, the operating loss improved to $22.3 million from a loss of $29.7 million a year ago.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) for the fourth quarter were $0.3 million, compared with $9.6 million a year ago.

Adjusted loss from continuing operations was $10.8 million in the fourth quarter, or $0.18 per share, compared with a loss of $11.7 million, or $0.19 per share, a year ago. Those results include a one-time $0.03 gain on the Company's investment in AeroGrow International, however they exclude impairment, restructuring and other charges. Including those items, reported loss from continuing operations for the fourth quarter was $14.9 million in fiscal 2014, or $0.24 per share, compared with a loss of $19.2 million, or $0.31 per share, a year ago.

Full-Year 2014 Details

Company-wide net sales increased 2 percent in 2014 to $2.84 billion, compared to $2.77 billion a year ago. Global Consumer sales increased 3 percent to $2.55 billion in 2014, compared to $2.48 billion a year ago. Scotts LawnService sales increased 2 percent to $263.0 million for the year, compared to $257.8 million a year ago.

On an adjusted basis, the company-wide gross margin rate increased 100 basis points to 36.3 percent for the year. The improvement was attributable primarily to targeted pricing and material cost reductions, partially offset by higher-than-expected distribution costs and unfavorable product mix.

SG&A increased 3 percent to $680.5 million, compared to $659.6 million a year ago. The year-over-year increase was driven by increased marketing and selling in the Global Consumer and LawnService segments, costs associated with the Hawthorne Gardening Company, and diligence and integration costs associated with the recently announced acquisitions of Solus and Fafard.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were $412.4 million, an increase of 6 percent, compared to $390.5 million a year ago.

For the full year, the Company recorded $51 million in impairment, restructuring and other charges, with $15 million attributed to severance costs associated with the Company's restructuring plans.

The Global Consumer segment reported a 9 percent increase in operating income to $438.8 million for fiscal 2014, compared to $403.7 million a year ago. Scotts LawnService reported a 5 percent increase in operating income to $30.2 million during the year, compared to $28.7 million in fiscal 2013. Company-wide operating income improved to $256.6 million from $251.3 million.

Cash flow from operations was $240.2 million in 2014, slightly below the Company's original projections for the year, primarily due to higher inventory levels resulting from sales volume shortfalls earlier in the lawn and garden season.

2015 Outlook

The Company expects company-wide net sales to increase by approximately 4 to 5 percent in fiscal 2015 on increased U.S. unit volume, the recent acquisitions of Action Pest Control, Solus and Fafard, and the consolidation of AeroGrow, as well as the continued organic growth of its LawnService business.

Total company sales growth is expected to result in adjusted earnings from continuing operations in the range of $3.40 to $3.60 per share in fiscal 2015. Cash flow from operations is expected to range from $275 million to $300 million in 2015.

The Company will provide a more detailed commentary on its expectations for fiscal 2015 in its conference call later today.

Conference Call and Webcast Scheduled for 9:00 a.m. ET Today, Nov. 5

The Company will discuss its fiscal fourth quarter and full year 2014 results during a webcast and conference call today at 9:00 a.m. ET. Conference call participants should call 888-298-3451 (Conference Code: 3252177). A replay of the call can be heard by calling 888-203-1112. The replay will be available for 30 days. The live webcast is available at http://investor.scotts.com. An archive of the webcast, as well as accompanying financial information regarding any non-GAAP financial measures discussed by the Company during the call, will be available on the website for 12 months.

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.scottsmiraclegro.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                                                                                Twelve Months Ended
                                                                                               ------------------                                                                                -------------------

                                                          Footnotes   September 30,                 September 30,                   % Change                        September 30,                         September 30,        % Change
                                                                               2014                           2013                                                              2014                                2013
                                                                               ----                           ----                                                              ----                                ----

    Net sales                                                                                              $454.3                                                 $433.6                                    5%                           $2,841.3            $2,773.7          2%

    Cost of sales                                                                           313.9                                        302.9                                                                      1,809.9                1,793.3

    Cost of sales -impairment,
     restructuring and other                                                                    -                                         0.6                                                                            -                   2.2
                                                                                              ---                                         ---                                                                          ---                   ---

    Gross profit                                                                            140.4                                        130.1                                      8%                              1,031.4                  978.2       5%

    % of sales                                                                              30.9%                                       30.0%                                                                       36.3%                 35.3%

    Operating expenses:

    Selling, general and
     administrative                                                                         154.9                                        139.6                                     11%                                680.5                  659.6       3%

    Impairment, restructuring and
     other                                                                                    5.4                                         11.4                                                                         51.0                   18.1

    Other income, net                                                                       (6.2)                                       (2.5)                                                                      (14.7)                (10.0)
                                                                                             ----                                         ----                                                                        -----                  -----

    Income (loss) from operations                                                          (13.7)                                      (18.4)                                    26%                                314.6                  310.5       1%

    % of sales                                                                             (3.0)%                                      (4.2)%                                                                       11.1%                 11.2%


    Costs related to refinancing                                                                -                                           -                                                                        10.7                      -

    Interest expense                                                                          8.6                                         11.3                                                                         47.3                   59.2
                                                                                              ---                                         ----                                                                         ----                   ----

    Income (loss) from continuing
     operations before income taxes                                                        (22.3)                                      (29.7)                                    25%                                256.6                  251.3       2%

    Income tax expense (benefit)
     from continuing operations                                                             (7.1)                                      (10.5)                                                                        91.2                   91.9
                                                                                             ----                                        -----                                                                         ----                   ----

    Income (loss) from continuing
     operations                                                                            (15.2)                                      (19.2)                                    21%                                165.4                  159.4       4%

    Income (loss) from discontinued
     operations, net of tax                                       (3)                       (0.3)                                       (0.2)                                                                         0.8                    1.7

    Net income (loss)                                                                                     $(15.5)                                               $(19.4)                                                                  $166.2              $161.1
                                                                                                           ------                                                 ------                                                                   ------              ------

    Net loss attributable to
     noncontrolling interest                                                                  0.3                                            -                                                                         0.3                      -
                                                                                              ---                                          ---                                                                         ---                    ---

    Net income (loss) attributable
     to controlling interest                                                                              $(15.2)                                               $(19.4)                                                                  $166.5              $161.1
                                                                                                           ======                                                 ======                                                                   ======              ======

    Basic income (loss) per common
     share:                                                       (1)

    Income (loss) from continuing
     operations                                                                                           $(0.24)                                               $(0.31)                                  23%                              $2.69               $2.58          4%

    Income from discontinued
     operations                                                                                 -                                           -                                                                        0.01                   0.03

    Net income (loss)                                                                                     $(0.24)                                               $(0.31)                                                                   $2.70               $2.61
                                                                                                           ======                                                 ======                                                                    =====               =====

    Diluted income (loss) per common
     share:                                                       (2)

         Income (loss) from continuing
          operations                                                                                      $(0.24)                                               $(0.31)                                  23%                              $2.64               $2.55          4%

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

    Net income (loss)                                                                                     $(0.24)                                               $(0.31)                                                                   $2.65               $2.57
                                                                                                           ======                                                 ======                                                                    =====               =====

    Common shares used in basic
     income per share calculation                                                            61.0                                         62.0                                    (2)%                                 61.6                   61.7        - %
                                                                                             ====                                         ====                                                                         ====                   ====

    Common shares and potential
     common shares used in diluted
     income per share calculation                                                            61.0                                         62.0                                    (2)%                                 62.7                   62.6        - %
                                                                                             ====                                         ====                                                                         ====                   ====


    Non-GAAP results from
     continuing operations:

    Adjusted income (loss) from
     continuing operations                                        (4)                                     $(10.8)                                               $(11.7)                                   8%                             $206.3              $172.6         20%
                                                                                                           ======                                                 ======                                                                   ======              ======

    Adjusted diluted income (loss)
     per share from continuing
     operations                                               (2) (4)                     $(0.18)                                                    $(0.19)                                    5%                               $3.29             $2.76              19%
                                                                                           ======                                                      ======                                                                      =====             =====

    Adjusted EBITDA                                           (3) (4)                        $0.3                                                        $9.6                                  (97)%                              $412.4            $390.5               6%
                                                                                             ====                                                        ====                                                                     ======            ======

    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(R). 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(R) 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                                                   Twelve Months Ended
                                                                       ------------------                                                   -------------------

                                                     September                September                    % Change                 September                      September                       % Change
                                                            30,                       30,                                                    30,                                 30,
                                                           2014                      2013                                                   2014                                2013
                                                           ----                      ----                                                   ----                                ----

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

    Global Consumer                                                 $354.8                                                 $338.1                                    5%                                               $2,552.0                                                $2,484.7                                 3%

    Scotts LawnService(R)                                  95.0                                    90.2                                       5%                                263.0                                     257.8                                         2%
                                                           ----                                    ----                                                                         -----                                     -----

    Segment total                                         449.8                                   428.3                                       5%                              2,815.0                                   2,742.5                                         3%

    Corporate & Other                                       4.5                                     5.3                                                                          26.3                                      31.2

    Consolidated                                                    $454.3                                                 $433.6                                    5%                                               $2,841.3                                                $2,773.7                                 2%
                                                                    ======                                                 ======                                                                                     ========                                                ========


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

    Global Consumer                                                 $(7.8)                                                $(6.9)                                (13)%                                                 $438.8                                                  $403.7                                 9%

    Scotts LawnService(R)                                  27.2                                    24.3                                      12%                                 30.2                                      28.7                                         5%
                                                           ----                                    ----                                                                          ----                                      ----

    Segment total                                          19.4                                    17.4                                                                         469.0                                     432.4

    Corporate & Other                                    (24.3)                                 (20.9)                                                                       (90.4)                                   (91.2)

    Intangible asset
     amortization                                         (3.4)                                  (2.9)                                                                       (13.0)                                   (10.4)

    Impairment, restructuring
     and other                                            (5.4)                                 (12.0)                                                                       (51.0)                                   (20.3)

    Costs related to refinancing                              -                                      -                                                                       (10.7)                                        -

    Interest expense                                      (8.6)                                 (11.3)                                                                       (47.3)                                   (59.2)


    Consolidated                                                   $(22.3)                                               $(29.7)                                  25%                                                 $256.6                                                  $251.3                                 2%
                                                                    ======                                                 ======                                                                                       ======                                                  ======




                             
    THE SCOTTS MIRACLE-GRO COMPANY
    Condensed Consolidated Balance Sheets
    (In millions)

                                                                               September 30,                 September 30,
                                                                                        2014                          2013
                                                                                        ----                          ----

    ASSETS                                                                      (Unaudited)                   (Unaudited)

    Current assets:

    Cash and cash equivalents                                                                     $89.3                        $129.8

    Accounts receivable, net                                                           337.7                           313.3

    Inventories                                                                        385.1                           324.9

    Prepaids and other current assets                                                  122.9                           113.0
                                                                                       -----                           -----

    Total current assets                                                               935.0                           881.0

    Property, plant and equipment, net                                                 437.0                           422.3

    Goodwill                                                                           353.3                           315.1

    Intangible assets, net                                                             300.3                           284.4

    Other assets                                                                        32.7                            34.4
                                                                                        ----                            ----

    Total assets                                                                               $2,058.3                      $1,937.2
                                                                                               ========                      ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Current portion of debt                                                                       $91.9                         $92.4

    Accounts payable                                                                   193.3                           137.7

    Other current liabilities                                                          259.5                           279.7
                                                                                       -----                           -----

    Total current liabilities                                                          544.7                           509.8

    Long-term debt                                                                     692.4                           478.1

    Other liabilities                                                                  254.0                           238.8
                                                                                       -----                           -----

    Total liabilities                                                                1,491.1                         1,226.7

    Shareholders' equity                                                               567.2                           710.5
                                                                                       -----                           -----

    Total liabilities and shareholders' equity                                                 $2,058.3                      $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 September 30, 2014                                                  Three Months Ended September 30, 2013
                                                       -------------------------------------                                                  -------------------------------------

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

                                                Reported
                                               --------

    Net sales                                                           $454.3                             $                        -                                         $454.3                                          $433.6    $          -      $433.6

    Cost of sales                                   313.9                                   -                                   313.9                                           302.9                            -              302.9

    Cost of sales -
     impairment,
     restructuring and
     other                                              -                                  -                                       -                                            0.6                          0.6                   -
                                                      ---                                ---                                     ---                                            ---                          ---                 ---

    Gross profit                                    140.4                                   -                                   140.4                                           130.1                        (0.6)              130.7

    % of sales                                      30.9%                                                                      30.9%                                          30.0%                                          30.1%

    Operating expenses:

    Selling, general and
     administrative                                 154.9                                   -                                   154.9                                           139.6                            -              139.6

    Impairment,
     restructuring and
     other                                            5.4                                 5.4                                        -                                           11.4                         11.4                   -

    Other income, net                               (6.2)                                  -                                   (6.2)                                          (2.5)                           -              (2.5)
                                                     ----                                 ---                                    ----                                            ----                          ---               ----

    Loss from operations                           (13.7)                              (5.4)                                   (8.3)                                         (18.4)                      (12.0)              (6.4)

    % of sales                                     (3.0)%                                                                     (1.8)%                                         (4.2)%                                         (1.5)%

    Costs related to
     refinancing                                        -                                  -                                       -                                              -                           -                  -

    Interest expense                                  8.6                                   -                                     8.6                                            11.3                            -               11.3
                                                      ---                                 ---                                     ---                                            ----                          ---               ----

    Loss from continuing
     operations before
     income taxes                                  (22.3)                              (5.4)                                  (16.9)                                         (29.7)                      (12.0)             (17.7)

    Income tax benefit
     from continuing
     operations                                     (7.1)                              (1.3)                                   (5.8)                                         (10.5)                       (4.5)              (6.0)
                                                     ----                                ----                                     ----                                           -----                         ----                ----

    Loss from continuing
     operations                                    (15.2)                              (4.1)                                  (11.1)                                         (19.2)                       (7.5)             (11.7)

    Loss attributable to
     noncontrolling
     interest                                         0.3                                   -                                     0.3                                               -                           -                  -
                                                      ---                                 ---                                     ---                                             ---                         ---                ---

    Loss attributable to
     controlling interest
     from continuing
     operations                                                        $(14.9)                                                $(4.1)                                        $(10.8)                                        $(19.2)         $(7.5)     $(11.7)
                                                                        ======                                                  =====                                          ======                                          ======           =====       ======

    Basic loss per share
     from continuing
     operations                                                        $(0.24)                                               $(0.06)                                        $(0.18)                                        $(0.31)        $(0.12)     $(0.19)
                                                                        ------                                                 ------                                          ------                                          ------          ------       ------

    Diluted loss per share
     from continuing
     operations                                                        $(0.24)                                               $(0.06)                                        $(0.18)                                        $(0.31)        $(0.12)     $(0.19)
                                                                        ======                                                 ======                                          ======                                          ======          ======       ======

    Common shares used in
     basic income per
     share calculation                               61.0                                61.0                                     61.0                                            62.0                         62.0                62.0
                                                     ====                                ====                                     ====                                            ====                         ====                ====

    Common shares and
     potential common
     shares used in
     diluted income per
     share calculation                               61.0                                61.0                                     61.0                                            62.0                         62.0                62.0
                                                     ====                                ====                                     ====                                            ====                         ====                ====

    Calculation of Adjusted EBITDA:

    Loss from continuing
     operations                                                        $(15.2)                                                                                                                          $(19.2)

    Income tax benefit
     from continuing
     operations                                     (7.1)                                                                                                                    (10.5)

    Loss from discontinued
     operations, net of
     tax                                            (0.3)                                                                                                                     (0.2)

    Income tax benefit
     from discontinued
     operations                                     (0.1)                                                                                                                     (0.7)

    Costs related to
     refinancing                                        -                                                                                                                         -

    Interest expense                                  8.6                                                                                                                       11.3

    Depreciation                                     12.8                                                                                                                       13.9

    Amortization
     (including Roundup)                              3.6                                                                                                                        3.1

    Gain on investment of
     unconsolidated
     affiliate                                      (3.3)                                                                                                                         -

    Impairment,
     restructuring and
     other                                              -                                                                                                                      11.6

    Mark-to-market
     adjustments on
     derivatives                                      1.3                                                                                                                        0.3

    Adjusted EBITDA                                                       $0.3                                                                                                                              $9.6
                                                                          ====                                                                                                                              ====

    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)

                                             Twelve Months Ended September 30, 2014                                                       Twelve Months Ended September 30, 2013
                                             --------------------------------------                                                       --------------------------------------

                                             As Reported    Impairment,      Costs Related to   Adjusted                            As Reported    Impairment,
                                                            Restructuring    Refinancing                                                           Restructuring
                                                            and Other                                                                              and Other       Adjusted
                                             -----------   --------------    ----------------     --------                          -----------   --------------   --------

    Net sales                                                    $2,841.3                                 $                      -                              $                      -                             $2,841.3                               $2,773.7   $       -   $2,773.7

    Cost of sales                                1,809.9                                     -                                   -                        1,809.9                                          1,793.3                          -     1,793.3

    Cost of sales -
     impairment,
     restructuring and
     other                                             -                                    -                                   -                              -                                             2.2                        2.2            -
                                                     ---                                  ---                                 ---                            ---                                             ---                        ---          ---

    Gross profit                                 1,031.4                                     -                                   -                        1,031.4                                            978.2                      (2.2)       980.4

    % of sales                                     36.3%                                                                                                   36.3%                                           35.3%                                 35.3%

    Operating expenses:

    Selling, general and
     administrative                                680.5                                     -                                   -                          680.5                                            659.6                          -       659.6

    Impairment,
     restructuring and
     other                                          51.0                                  51.0                                    -                              -                                            18.1                       18.1            -

    Other income, net                             (14.7)                                    -                                   -                         (14.7)                                          (10.0)                         -      (10.0)
                                                   -----                                   ---                                 ---                          -----                                            -----                        ---       -----

    Income from operations                         314.6                                (51.0)                                   -                          365.6                                            310.5                     (20.3)       330.8

    % of sales                                     11.1%                                                                                                   12.9%                                           11.2%                                 11.9%

    Costs related to
     refinancing                                    10.7                                     -                                10.7                               -                                               -                         -           -

    Interest expense                                47.3                                     -                                   -                           47.3                                             59.2                          -        59.2
                                                    ----                                   ---                                 ---                           ----                                             ----                        ---        ----

    Income from continuing
     operations before
     income taxes                                  256.6                                (51.0)                              (10.7)                          318.3                                            251.3                     (20.3)       271.6

    Income tax expense
     from continuing
     operations                                     91.2                                (17.4)                               (3.7)                          112.3                                             91.9                      (7.1)        99.0
                                                    ----                                 -----                                 ----                           -----                                             ----                       ----         ----

    Income from continuing
     operations                                    165.4                                (33.6)                               (7.0)                          206.0                                            159.4                     (13.2)       172.6

    Loss attributable to
     noncontrolling
     interest                                        0.3                                     -                                   -                            0.3                                                -                         -           -

    Income attributable to
     controlling interest
     from continuing
     operations                                                    $165.7                                                  $(33.6)                                                $(7.0)                               $206.3                                 $159.4     $(13.2)     $172.6
                                                                   ======                                                   ======                                                  =====                                ======                                 ======      ======      ======

    Basic income per share
     from continuing
     operations                                                     $2.69                                                  $(0.55)                                               $(0.11)                                $3.35                                  $2.58     $(0.22)      $2.80
                                                                    =====                                                   ======                                                 ======                                 =====                                  =====      ======       =====

    Diluted income per
     share from continuing
     operations                                                     $2.64                                                  $(0.54)                                               $(0.11)                                $3.29                                  $2.55     $(0.21)      $2.76
                                                                    =====                                                   ======                                                 ======                                 =====                                  =====      ======       =====

    Common shares used in
     basic income per
     share calculation                              61.6                                  61.6                                 61.6                            61.6                                             61.7                       61.7         61.7
                                                    ====                                  ====                                 ====                            ====                                             ====                       ====         ====

    Common shares and
     potential common
     shares used in
     diluted income per
     share calculation                              62.7                                  62.7                                 62.7                            62.7                                             62.6                       62.6         62.6
                                                    ====                                  ====                                 ====                            ====                                             ====                       ====         ====

    Calculation of Adjusted EBITDA:

    Income from continuing
     operations                                                    $165.4                                                                                                                                                            $159.4

    Income tax expense
     from continuing
     operations                                     91.2                                                                                                                                                     91.9

    Income from
     discontinued
     operations, net of
     tax                                             0.8                                                                                                                                                      1.7

    Income tax expense
     from discontinued
     operations                                      0.9                                                                                                                                                      0.9

    Costs related to
     refinancing                                    10.7                                                                                                                                                        -

    Interest expense                                47.3                                                                                                                                                     59.2

    Depreciation                                    50.6                                                                                                                                                     54.7

    Amortization
     (including Roundup)                            13.8                                                                                                                                                     11.2

    Gain on investment of
     unconsolidated
     affiliate                                     (3.3)                                                                                                                                                       -

    Impairment,
     restructuring and
     other                                          33.7                                                                                                                                                     11.2

    Mark-to-market
     adjustments on
     derivatives                                     1.3                                                                                                                                                      0.3

    Adjusted EBITDA                                                $412.4                                                                                                                                                            $390.5
                                                                   ======                                                                                                                                                            ======


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




            THE SCOTTS MIRACLE-GRO COMPANY
    Footnotes to Preceding Financial
                                       Statements


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


    (2)              Diluted income (loss)
                     per common share
                     amounts are
                     calculated by
                     dividing income
                     (loss) from
                     continuing
                     operations, income
                     (loss) from
                     discontinued
                     operations and net
                     income (loss)
                     attributable to
                     controlling interest
                     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
                     attributable to
                     controlling interest
                     from continuing
                     operations and
                     adjusted diluted
                     income per share
                     attributable to
                     controlling interest
                     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
                     September 30, 2014)
                     and an interest
                     coverage ratio
                     (minimum of 3.50 for
                     the twelve months
                     ended September 30,
                     2014). The Company
                     was in compliance
                     with the terms of
                     all debt covenants
                     at September 30,
                     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