MARYSVILLE, Ohio, May 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 second quarter ended March 29, 2014 that were driven by strong sell-in of its consumer products in both the U.S. and Europe.

Adjusted income from continuing operations increased 38 percent during the second quarter, driven by increased sales, continued margin expansion and strong control of operating expenses.

Net sales were $1.08 billion for the quarter, an increase of 7 percent compared to $1.01 billion a year ago, due to strong initial sell-in to retailers.

Fiscal year-to-date consumer purchases in the U.S. - as measured by point-of-sale data from the Company's largest retail partners - were slightly down through the end of April, below internal expectations, due primarily to poor weather and a delayed start to the season.

"It should come as no surprise that consumer activity was lighter than we had originally anticipated, but we have seen high levels of consumer purchases when the weather has cooperated," said Jim Hagedorn, chairman and chief executive officer. "We are pleased with the strong support we are seeing from our retail partners and glad to see a strong start to the season in Europe, where our business is currently trending ahead of our internal expectations.

"We remain optimistic about our prospects this season and continue to expect adjusted earnings per share of $3.05 to $3.20 for the full year."

Second Quarter Details
Sales in the Global Consumer segment increased 9 percent to $1.05 billion during the second quarter, compared to $962.8 million during the same quarter a year ago. Strong retailer support, pricing adjustments and the acquisition of the Tomcat business drove the increase.

Scotts LawnService sales were down 12 percent to $28.9 million in the second quarter, compared to $32.9 million a year ago, primarily due to a delay in the start of the spring season.

For the quarter, the adjusted company-wide gross margin rate was 40.1 percent, compared with 37.4 percent a year ago. The 270-basis-point improvement was primarily attributable to planned cost reductions, targeted pricing and increased sales volume due to strong sell-in to retailers. The increased sales volume drove favorable product mix and improved leverage on fixed costs.

Selling, general and administrative expenses (SG&A) increased $6 million to $212.2 million during the second quarter, compared to $206.7 million a year ago, in line with the Company's internal expectations.

The consolidated company-wide adjusted income from continuing operations before income taxes was $211.2 million during the second quarter, compared to $154.2 million a year ago. The operating income from the Global Consumer segment for the quarter increased 23 percent to $269.5 million, compared with $218.9 million a year ago. The Scotts LawnService segment reported operating loss of $20.3 million for the quarter, compared with a loss of $17.0 million during the same quarter a year ago.

Adjusted income from continuing operations for the second quarter increased to $136.7 million, or $2.17 per share, which excludes impairment, restructuring and other charges, as well as one-time costs related to financing. That compares with adjusted income of $99.3 million, or $1.59 per share, last year. On a GAAP basis, income from continuing operations was $125.7 million, or $2.00 per share, compared with $99.1 million, or $1.59 per share, a year ago.

Year-to-Date Details
Net sales for the first six months of fiscal 2014 were $1.27 billion, an increase of 6 percent from $1.20 billion a year ago. The year-over-year change was attributable to increased sales in the Global Consumer segment, primarily due to strong retailer support, targeted pricing and the acquisition of the Tomcat business. For the first six months of the year, Scotts LawnService sales were down 3 percent, primarily due to a delayed start to the season.

The adjusted company-wide gross margin rate for the first six months increased 290 basis points to 36.8 percent, compared to 33.9 percent a year ago, primarily due to planned cost reductions, targeted pricing and increased sales volume due to strong sell-in to retailers. The increased sales volume drove favorable product mix and improved leverage on fixed costs.

SG&A increased $6 million to $336.6 million for the first six months, in line with Company expectations.

Adjusted income from continuing operations was $71.1 million, or $1.13 per share, for the first six months of the year, compared to $30.8 million, or $0.49 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 six months of fiscal 2014 was $59.9 million, or $0.95 per share, compared with $30.8 million, or $0.49 per share, a year ago.

Conference Call and Webcast Scheduled for 4:30 p.m. ET Today, May 5
The Company will discuss results during a webcast and conference call today at 4:30 p.m. Eastern Time. Conference call participants should call 1-888-359-3624 (Conference Code: 8255781). 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®, Fertiligene® 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                                                                    Six Months Ended
                                                                                                ------------------                                                                    ----------------

                                                                Footnotes              March 29,              March 30,               % Change              March 29,                   March 30,                  % Change
                                                                                             2014                   2013                                          2014                         2013
                                                                                                                                                                                                                      ---

    Net sales                                                                                       $1,081.0                                      $1,007.9                            7%                                    $1,270.6      $1,203.0   6%

    Cost of sales                                                                           647.2                             630.6                                                           802.9                            795.1

    Cost of sales -impairment,
     restructuring and other                                                                    -                               0.1                                                               -                              0.1
                                                                                              ---                               ---                                                             ---                              ---

    Gross profit                                                                            433.8                             377.2                                 15%                       467.7                            407.8  15%

    % of sales                                                                               40.1%                             37.4%                                                           36.8%                            33.9%

    Operating expenses:

    Selling, general and
     administrative                                                                         212.2                             206.7                                  3%                       336.6                            330.8   2%

    Impairment, restructuring and
     other                                                                                    6.1                               0.1                                                             6.4                             (0.3)

    Other income, net                                                                        (1.6)                             (1.5)                                                           (2.7)                            (2.6)
                                                                                             ----                              ----                                                            ----                             ----

    Income from operations                                                                  217.1                             171.9                                 26%                       127.4                             79.9  59%

    % of sales                                                                               20.1%                             17.1%                                                           10.0%                             6.6%

    Costs related to refinancing                                                             10.7                                 -                                                            10.7                                -

    Interest expense                                                                         12.0                              17.9                                                            25.9                             31.1
                                                                                             ----                              ----                                                            ----                             ----

    Income from continuing
     operations before income taxes                                                         194.4                             154.0                                 26%                        90.8                             48.8  86%

    Income tax expense from
     continuing operations                                                                   68.7                              54.9                                                            30.9                             18.0
                                                                                             ----                              ----                                                            ----                             ----

    Income from continuing
     operations                                                                             125.7                              99.1                                 27%                        59.9                             30.8  94%

    Income from
     discontinued
     operations, net of
     tax                                                                (3)                     -                               0.9                                                             0.1                              1.5


    Net income                                                                                        $125.7                                        $100.0                                                                     $60.0         $32.3
                                                                                                      ======                                        ======                                                                     =====         =====

    Basic income per
     common share:                                                      (1)

    Income from continuing
     operations                                                                                        $2.03                                         $1.61                           26%                                       $0.97         $0.50  94%

    Income from discontinued
     operations                                                                                 -                              0.01                                                               -                             0.02

    Net income                                                                                         $2.03                                         $1.62                                                                     $0.97         $0.52
                                                                                                       =====                                         =====                                                                     =====         =====

    Diluted income per
     common share:                                                      (2)

         Income from continuing
          operations                                                                                   $2.00                                         $1.59                           26%                                       $0.95         $0.49  94%

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

    Net income                                                                                         $2.00                                         $1.60                                                                     $0.95         $0.51
                                                                                                       =====                                         =====                                                                     =====         =====

    Common shares used in basic
     income per share calculation                                                            61.9                              61.6                                  -  %                      62.0                             61.5   1%
                                                                                             ====                              ====                                                            ====                             ====

    Common shares and potential
     common shares used in diluted
     income per share calculation                                                            62.9                              62.4                                  1%                        63.1                             62.3   1%
                                                                                             ====                              ====                                                            ====                             ====


    Non-GAAP results from
     continuing operations:

    Adjusted income from
     continuing operations                                              (4)                           $136.7                                         $99.3                           38%                                       $71.1         $30.8 131%


    Adjusted diluted
     income per share from
     continuing operations                                         (2) (4)                             $2.17                                         $1.59                           36%                                       $1.13         $0.49 131%


    Adjusted EBITDA                                                (3) (4)                            $233.3                                        $189.3                           23%                                      $159.7        $114.2  40%


    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                Six Months Ended
                                               ------------------                ----------------

                                  March 29,             March 30,     %      March 29,              March 30,             %
                                        2014                 2013   Change        2014                   2013           Change
                                        ----                 ----   ------        ----                   ----           ------

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

    Global Consumer                           $1,046.0               $962.8          9%                                $1,184.4      $1,105.4  7%

    Scotts LawnService(R)               28.9                 32.9      (12)%                  75.2               77.7           (3)%
                                        ----                 ----                             ----               ----

    Segment total                    1,074.9                995.7         8%               1,259.6            1,183.1             6%

    Corporate & Other                    6.1                 12.2                             11.0               19.9

    Consolidated                              $1,081.0             $1,007.9          7%                                $1,270.6      $1,203.0  6%
                                              ========             ========                                            ========      ========


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

    Global Consumer                             $269.5               $218.9         23%                                  $202.1        $150.2 35%

    Scotts LawnService(R)              (20.3)               (17.0)     (19)%                 (17.7)             (17.9)            1%
                                       -----                -----                            -----              -----

    Segment total                      249.2                201.9                            184.4              132.3

    Corporate & Other                  (23.0)               (27.3)                           (44.7)             (47.6)

    Intangible asset amortization       (3.0)                (2.5)                            (5.9)              (5.0)

    Impairment, restructuring and
     other                              (6.1)                (0.2)                            (6.4)               0.2

    Costs related to refinancing       (10.7)                   -                            (10.7)                 -

    Interest expense                   (12.0)               (17.9)                           (25.9)             (31.1)
                                                                                             -----              -----

    Consolidated                                $194.4               $154.0         26%                                   $90.8         $48.8 86%
                                                ======               ======                                               =====         =====




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


                                                                                  March 29,                March 30,          September
                                                                                                                                 30,
                                                                                          2014                   2013              2013
                                                                                          ----                   ----              ----


    ASSETS                                                                       (Unaudited)              (Unaudited)

    Current assets:

    Cash and cash equivalents                                                                     $152.7                          $99.1   $129.8

    Accounts receivable, net                                                           1,088.8                  966.6             313.3

    Inventories                                                                          546.2                  613.0             324.9

    Prepaids and other current assets                                                    149.9                  158.0             113.0
                                                                                         -----                  -----             -----

    Total current assets                                                               1,937.6                1,836.7             881.0

    Property, plant and equipment, net                                                   443.6                  417.8             422.3

    Goodwill                                                                             333.3                  314.5             315.1

    Intangible assets, net                                                               318.5                  299.2             284.4

    Other assets                                                                          38.2                   28.7              34.4
                                                                                          ----                   ----              ----

    Total assets                                                                                $3,071.2                       $2,896.9 $1,937.2
                                                                                                ========                       ======== ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Current portion of debt                                                                       $278.6                         $208.0    $92.4

    Accounts payable                                                                     342.5                  327.5             137.7

    Other current liabilities                                                            397.0                  352.7             279.7
                                                                                         -----                  -----             -----

    Total current liabilities                                                          1,018.1                  888.2             509.8

    Long-term debt                                                                     1,145.3                1,163.0             478.1

    Other liabilities                                                                    232.1                  238.8             238.8
                                                                                         -----                  -----             -----

    Total liabilities                                                                  2,395.5                2,290.0           1,226.7

    Shareholders' equity                                                                 675.7                  606.9             710.5
                                                                                         -----                  -----             -----

    Total liabilities and shareholders' equity                                                  $3,071.2                       $2,896.9 $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 March 29, 2014                                  Three Months Ended March 30, 2013
                                                          ---------------------------------                                  ---------------------------------

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

    Net sales                                             $1,081.0                        $      -                         $                   -                          $1,081.0                                      $1,007.9               $     -    $   - $1,007.9

    Cost of sales                             647.2                           -                  -                     647.2                                      630.6                      -                      -                 630.6

    Cost of sales -
     impairment,
     restructuring and
     other                                        -                           -                  -                         -                                        0.1                    0.1                      -                     -
                                                ---                         ---                ---                       ---                                        ---                    ---                    ---                   ---

    Gross profit                              433.8                           -                  -                     433.8                                      377.2                   (0.1)                     -                 377.3

    % of sales                                 40.1%                                                                    40.1%                                      37.4%                                                               37.4%

    Operating expenses:

    Selling, general and
     administrative                           212.2                           -                  -                     212.2                                      206.7                      -                      -                 206.7

    Impairment,
     restructuring and
     other                                      6.1                         6.1                  -                         -                                        0.1                    0.1                      -                     -

    Other income, net                          (1.6)                          -                  -                      (1.6)                                      (1.5)                     -                      -                  (1.5)
                                               ----                         ---                ---                      ----                                       ----                    ---                    ---                  ----

    Income from
     operations                               217.1                        (6.1)                 -                     223.2                                      171.9                   (0.2)                     -                 172.1

    % of sales                                 20.1%                                                                    20.6%                                      17.1%                                                               17.1%

    Costs related to
     refinancing                               10.7                                           10.7                         -                                          -                                             -                     -

    Interest expense                           12.0                           -                  -                      12.0                                       17.9                      -                      -                  17.9
                                               ----                         ---                ---                      ----                                       ----                    ---                    ---                  ----

    Income from
     continuing
     operations before
     income taxes                             194.4                        (6.1)             (10.7)                    211.2                                      154.0                   (0.2)                     -                 154.2

    Income tax expense
     (benefit) from
     continuing
     operations                                68.7                        (2.1)              (3.7)                     74.5                                       54.9                      -                      -                  54.9
                                               ----                        ----               ----                      ----                                       ----                    ---                    ---                  ----

    Income from
     continuing
     operations                                             $125.7                           $(4.0)                                        $(7.0)                           $136.7                                         $99.1                 $(0.2)   $   -    $99.3
                                                            ======                           =====                                         =====                            ======                                         =====                 =====  === ===    =====

    Basic income per
     share from
     continuing
     operations                                              $2.03                          $(0.07)                                       $(0.11)                            $2.21                                         $1.61               $     -    $   -    $1.61
                                                             =====                          ======                                        ======                             =====                                         =====             ===   ===  === ===    =====

    Diluted income per
     share from
     continuing
     operations                                              $2.00                          $(0.06)                                       $(0.11)                            $2.17                                         $1.59               $     -    $   -    $1.59
                                                             =====                          ======                                        ======                             =====                                         =====             ===   ===  === ===    =====

    Common shares used
     in basic income per
     share calculation                         61.9                        61.9               61.9                      61.9                                       61.6                   61.6                   61.6                  61.6
                                               ====                        ====               ====                      ====                                       ====                   ====                   ====                  ====

    Common shares and
     potential common
     shares used in
     diluted income per
     share calculation                         62.9                        62.9               62.9                      62.9                                       62.4                   62.4                   62.4                  62.4
                                               ====                        ====               ====                      ====                                       ====                   ====                   ====                  ====

    Calculation of Adjusted EBITDA:

    Income from
     continuing
     operations                                             $125.7                                                                                                                       $99.1

    Income tax expense
     from continuing
     operations                                68.7                                                                                                                54.9

    Income from
     discontinued
     operations, net of
     tax                                          -                                                                                                                 0.9

    Income tax expense
     from discontinued
     operations                                 0.4                                                                                                                 0.3

    Costs related to
     refinancing                               10.7                                                                                                                   -

    Interest expense                           12.0                                                                                                                17.9

    Depreciation                               12.6                                                                                                                13.8

    Amortization
     (including Roundup)                        3.2                                                                                                                 2.7

    Impairment,
     restructuring and
     other                                        -                                                                                                                   -

    Mark-to-market
     adjustments on
     derivatives                                  -                                                                                                                (0.3)

    Adjusted EBITDA                                         $233.3                                                                                                                      $189.3
                                                            ======                                                                                                                      ======

    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)


                                                           Six Months Ended March 29, 2014                                    Six Months Ended March 30, 2013
                                                           -------------------------------                                    -------------------------------

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

    Net sales                                             $1,270.6                        $      -                         $                   -                          $1,270.6                                      $1,203.0              $   -   $   - $1,203.0

    Cost of sales                             802.9                           -                  -                     802.9                                      795.1                      -                      -                795.1

    Cost of sales -
     impairment,
     restructuring and
     other                                        -                           -                  -                         -                                        0.1                    0.1                      -                    -
                                                ---                         ---                ---                       ---                                        ---                    ---                    ---                  ---

    Gross profit                              467.7                           -                  -                     467.7                                      407.8                   (0.1)                     -                407.9

    % of sales                                 36.8%                                                                    36.8%                                      33.9%                                                              33.9%

    Operating expenses:

    Selling, general and
     administrative                           336.6                           -                  -                     336.6                                      330.8                      -                      -                330.8

    Impairment,
     restructuring and
     other                                      6.4                         6.4                  -                         -                                       (0.3)                  (0.3)                     -                    -

    Other income, net                          (2.7)                          -                  -                      (2.7)                                      (2.6)                     -                      -                 (2.6)
                                               ----                         ---                ---                      ----                                       ----                    ---                    ---                 ----

    Income from
     operations                               127.4                        (6.4)                 -                     133.8                                       79.9                    0.2                      -                 79.7

    % of sales                                 10.0%                                                                    10.5%                                       6.6%                                                               6.6%

    Costs related to
     refinancing                               10.7                                           10.7                         -                                          -                      -                      -                    -

    Interest expense                           25.9                                              -                      25.9                                       31.1                      -                      -                 31.1
                                               ----                                            ---                      ----                                       ----                    ---                    ---                 ----

    Income from
     continuing
     operations before
     income taxes                              90.8                        (6.4)             (10.7)                    107.9                                       48.8                    0.2                      -                 48.6

    Income tax expense
     from continuing
     operations                                30.9                        (2.2)              (3.7)                     36.8                                       18.0                    0.2                      -                 17.8
                                               ----                        ----               ----                      ----                                       ----                    ---                    ---                 ----

    Income from
     continuing
     operations                                              $59.9                           $(4.2)                                        $(7.0)                            $71.1                                         $30.8              $   -   $   -    $30.8
                                                             =====                           =====                                         =====                             =====                                         =====            === === === ===    =====

    Basic income per
     share from
     continuing
     operations                                              $0.97                          $(0.07)                                       $(0.11)                            $1.15                                         $0.50              $   -   $   -    $0.50
                                                             =====                          ======                                        ======                             =====                                         =====            === === === ===    =====

    Diluted income per
     share from
     continuing
     operations                                              $0.95                          $(0.07)                                       $(0.11)                            $1.13                                         $0.49              $   -   $   -    $0.49
                                                             =====                          ======                                        ======                             =====                                         =====            === === === ===    =====

    Common shares used
     in basic income per
     share calculation                         62.0                        62.0               62.0                      62.0                                       61.5                   61.5                   61.5                 61.5
                                               ====                        ====               ====                      ====                                       ====                   ====                   ====                 ====

    Common shares and
     potential common
     shares used in
     diluted income per
     share calculation                         63.1                        63.1               63.1                      63.1                                       62.3                   62.3                   62.3                 62.3
                                               ====                        ====               ====                      ====                                       ====                   ====                   ====                 ====

    Calculation of Adjusted EBITDA:

    Income from
     continuing
     operations                                              $59.9                                                                                                                       $30.8

    Income tax expense
     from continuing
     operations                                30.9                                                                                                                18.0

    Income from
     discontinued
     operations, net of
     tax                                        0.1                                                                                                                 1.5

    Income tax expense
     from discontinued
     operations                                 0.5                                                                                                                 0.7

    Costs related to
     refinancing                               10.7                                                                                                                   -

    Interest expense                           25.9                                                                                                                31.1

    Depreciation                               25.4                                                                                                                27.4

    Amortization
     (including Roundup)                        6.3                                                                                                                 5.4

    Impairment,
     restructuring and
     other                                        -                                                                                                                (0.4)

    Mark-to-market
     adjustments on
     derivatives                                  -                                                                                                                (0.3)

    Adjusted EBITDA                                         $159.7                                                                                                                      $114.2
                                                            ======                                                                                                                      ======


    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
                   March 29, 2014) and
                   an interest coverage
                   ratio (minimum of
                   3.50 for the twelve
                   months ended March
                   29, 2014). The
                   Company was in
                   compliance with the
                   terms of all debt
                   covenants at March
                   29, 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