MARYSVILLE, Ohio, Feb. 6, 2013 /PRNewswire-FirstCall/ -- 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 first quarter ended December 29, 2012.

Net sales were $205.8 million, an increase of 3 percent, compared to $199.6 million, during the same quarter a year ago. Sales in the Global Consumer segment were up 3 percent to $153.2 million, compared to $149.1 million a year ago, attributable to increased volume during the quarter, as price increases for fiscal 2013 did not take effect until January. Consumer purchases at point-of-sale (POS) at the Company's largest U.S. retailers increased 1 percent during the quarter. POS was in line with expectations for the first quarter, though it represents a small portion of the full year.

Scotts LawnService sales were up 19 percent to $44.8 million in the first quarter, compared to $37.6 million during the same quarter a year ago, primarily due to a 6 percent increase in customer count and a weather-driven delay of sales from the fiscal fourth quarter of 2012 to the fiscal first quarter of 2013.

"Continued consumer engagement, coupled with solid execution, leaves us well-positioned for the 2013 lawn and garden season," said Jim Hagedorn, chairman and chief executive officer. "We are on plan with our initiatives designed to drive meaningful and sustainable growth in earnings and cash flow, while continuing to maintain a strong consumer focus."

The loss from continuing operations was $68.3 million, or $1.11 per share, compared with a loss of $73.1 million, or $1.20 per share, during the same quarter a year ago. The adjusted loss from continuing operations for the first quarter of 2013 was $68.5 million, or $1.12 per share, which excludes impairment, restructuring and other charges. Given the seasonal nature of the lawn and garden category, the Company historically reports a loss in its fiscal first quarter.

The adjusted company-wide gross margin rate was 15.1 percent, compared with 12.8 percent during the first quarter a year ago. The 230-basis-point improvement was primarily attributable to increased volume within the higher-margin Scotts LawnService segment and favorable product mix in the Global Consumer segment.

Selling, general and administrative expenses (SG&A) were $124.5 million, compared to $122.5 million a year ago, in line with Company expectations.

The operating loss for the Global Consumer segment was $68.7 million during the first quarter, compared with a loss of $69.5 million last year. Scotts LawnService reported operating loss of $0.9 million, compared with a loss of $4.6 million a year ago. The consolidated company-wide adjusted loss from continuing operations before income taxes was $105.1 million during the first quarter of 2013, compared to a loss of $114.3 million during the same quarter a year ago.

Management Reaffirms Full-Year Outlook

The Company continues to expect company-wide net sales to increase by approximately 1 to 3 percent in fiscal 2013 on flat unit volume, modest price increases in its core business and the continued strong performance of Scotts LawnService.

The Company reaffirmed its expectations for fiscal 2013 adjusted earnings per share from continuing operations in the range of $2.50 to $2.75. In addition, the Company continues to expect operating cash flow of at least $250 million for the year.

"Our immediate focus is to leverage our cost structure with an eye toward margin improvement, reduced SG&A and improved cash flow," said Hagedorn. "And we are taking a balanced approach in how we invest for long-term growth. I am confident in the plan we have put in place and believe our shareholders will begin to see significant improvement starting in the second half of the year."

Conference Call and Webcast Scheduled for 9 a.m. ET Today, Feb. 6

The Company will discuss its results during a webcast and conference call today at 9 a.m. Eastern Time. Conference call participants should call 1-866-682-3515 (Conference ID: 88031745). A webcast of the call will be available live 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 at least 12 months.

About ScottsMiracle-Gro

With more than $2.8 billion in worldwide sales, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, 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;
    --  The Company depends on key personnel and may not be able to retain those
        employees or recruit additional qualified personnel;
    --  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 30% 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-COMPANYCondensed Consolidated Statement of Operations(In millions, except for per common share data)(Unaudited)

                                                                                                                                          Three Months Ended
                                                                                                                                          ------------------
                                                                                                           Footnotes            December 29,           December 31,            % Change
                                                                                                                                          2012                   2011
                                                                                                                                                                                     ---
    Net sales                                                                                                                                    $205.8                                    $199.6         3%
    Cost of sales                                                                                                                        174.7                           174.0
                                                                                                                                         -----                           -----
    Gross profit                                                                                                                          31.1                            25.6                     21%
    % of sales                                                                                                                          15.1%                           12.8%
    Operating expenses:
    Selling, general and administrative                                                                                                124.5                           122.5                      2%
    Impairment, restructuring and other                                                                                                 (0.4)                            2.4
    Product registration and recall matters                                                                                                -                             0.3
    Other income, net                                                                                                                   (1.1)                           (0.6)
                                                                                                                                        ----                            ----
    Loss from operations                                                                                                               (91.9)                          (99.0)                     7%
    % of sales                                                                                                                        (44.7)%                         (49.6)%
    Interest expense                                                                                                                    13.2                            15.3
                                                                                                                                        ----                            ----
    Loss from continuing operations before income taxes                                                                               (105.1)                        (114.3)                      8%
    Income tax benefit from continuing operations                                                                                      (36.8)                          (41.2)
                                                                                                                                       -----                           -----
    Loss from continuing operations                                                                                                    (68.3)                          (73.1)                     7%
    Income (loss) from discontinued operations, net of tax                                                         (3)                   0.6                            (0.8)

    Net loss                                                                                                                                   $(67.7)                                   $(73.9)
                                                                                                                                               ======                                    ======
    Basic income (loss) per common share:                                                                          (1)
    Loss from continuing operations                                                                                                            $(1.11)                                   $(1.20)        8%
    Income (loss) from discontinued operations                                                                                          0.01                           (0.01)
    Net loss                                                                                                                                   $(1.10)                                   $(1.21)
                                                                                                                                               ======                                    ======
    Diluted income (loss) per common share:                                                                        (2)
         Loss from continuing operations                                                                                                       $(1.11)                                   $(1.20)        8%
         Income (loss) from discontinued operations                                                                                     0.01                           (0.01)
    Net loss                                                                                                                                   $(1.10)                                   $(1.21)
                                                                                                                                               ======                                    ======
    Common shares used in basic loss per share calculation                                                                              61.4                            60.9                      1%
                                                                                                                                        ====                            ====
    Common shares and potential common shares used in diluted loss per share calculation                                                61.4                            60.9                      1%
                                                                                                                                        ====                            ====

    Non-GAAP results from continuing operations:
    Adjusted loss from continuing operations                                                                       (4)                         $(68.5)                                   $(71.4)        4%

    Adjusted diluted loss per share from continuing operations                                                (2) (4)                          $(1.12)                                   $(1.17)        4%

    Adjusted EBITDA                                                                                           (3) (4)                          $(75.4)                                   $(84.4)       11%


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

         THE SCOTTS MIRACLE-GRO COMPANY
       Net Sales and 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
     from continuing operations before
     amortization, product registration and
     recall costs, 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 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. Corporate & Other
     assets primarily include deferred
     financing and debt issuance costs and
     corporate intangible assets, as well
     as deferred tax assets.

                           Three Months Ended
                           ------------------
                          December 29,     December 31,    % Change
                                  2012              2011
                                  ----              ----
    Net Sales:
    ----------
    Global Consumer                      $153.2            $149.1       3%
    Scotts LawnService(R)         44.8              37.6            19%
                                  ----              ----
    Segment total                198.0             186.7             6%
    Corporate & Other              7.8              12.9
    Consolidated                         $205.8            $199.6       3%
                                         ======            ======

    Loss from Continuing
     Operations before
     Income Taxes:
    --------------------
    Global Consumer                      $(68.7)           $(69.5)      1%
    Scotts LawnService(R)         (0.9)             (4.6)           80%
                                  ----              ----
    Segment total                (69.6)            (74.1)
    Corporate & Other            (20.2)            (19.7)
    Intangible asset
     amortization                 (2.5)             (2.5)
    Product registration
     and recall matters              -              (0.3)
    Impairment,
     restructuring and
     other                         0.4              (2.4)
    Interest expense             (13.2)            (15.3)
                                 -----             -----
    Consolidated                        $(105.1)          $(114.3)      8%
                                        =======           =======



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

                                                                                  December 29,          December 31,  September 30,
                                                                                          2012                   2011         2012
                                                                                          ----                   ----         ----

    ASSETS                                                                        (Unaudited)            (Unaudited)
    Current assets:
    Cash and cash equivalents                                                                    $115.6                     $127.8            $131.9
    Accounts receivable, net                                                             168.4                  166.5                 330.9
    Inventories                                                                          646.7                  654.8                 414.9
    Prepaids and other current assets                                                    126.2                  148.8                 122.3
                                                                                         -----                  -----                 -----
    Total current assets                                                               1,056.9                1,112.2               1,000.0
    Property, plant and equipment, net                                                   424.0                  391.4                 427.4
    Goodwill                                                                             314.4                  309.1                 309.4
    Intangible assets, net                                                               303.3                  316.2                 307.1
    Other assets                                                                          29.5                   35.4                  30.5
                                                                                          ----                   ----                  ----
    Total assets                                                                               $2,128.1                   $2,164.3          $2,074.4
                                                                                               ========                   ========          ========
    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
    Current portion of debt                                                                        $4.3                       $8.1              $1.5
    Accounts payable                                                                     185.5                  220.4                 152.3
    Other current liabilities                                                            186.6                  220.6                 279.8
                                                                                         -----                  -----                 -----
    Total current liabilities                                                            376.4                  449.1                 433.6
    Long-term debt                                                                       981.9                1,026.1                 781.1
    Other liabilities                                                                    256.0                  224.9                 257.8
                                                                                         -----                  -----                 -----
    Total liabilities                                                                  1,614.3                1,700.1               1,472.5
    Shareholders' equity                                                                 513.8                  464.2                 601.9
                                                                                         -----                  -----                 -----
    Total liabilities and shareholders' equity                                                 $2,128.1                   $2,164.3          $2,074.4
                                                                                               ========                   ========          ========




                                                                                         THE SCOTTS MIRACLE-GRO COMPANYReconciliation of Non- GAAP Disclosure Items (4)(In millions, except per common share data)(Unaudited)

                                                                                                      Three Months Ended December 29, 2012                                          Three Months Ended December 31, 2011
                                                                                                      ------------------------------------                                          ------------------------------------
                                                                                                    As        Impairment,    Adjusted                      As             Product       Impairment,
                                                                                                             Restructuring                                             Registration    Restructuring
                                                                                                               and Other                                                     and         and Other
                                                                                                                Charges                                                                   Charges     Adjusted
                                                                                                 Reported                                               Reported      Recall Matters
                                                                                                 --------                                               --------      --------------
    Net sales                                                                                                       $205.8                       $          -                                           $205.8                              $199.6       $       -  $      -  $199.6
    Cost of sales                                                                                    174.7                           -                         174.7                                     174.0                   -               -   174.0
                                                                                                     -----                         ---                         -----                                     -----                 ---             ---   -----
    Gross profit                                                                                      31.1                           -                          31.1                                      25.6                   -               -    25.6
    % of sales                                                                                        15.1%                                   15.1%                                             12.8%                                 12.8%
    Operating expenses:
    Selling, general and administrative                                                              124.5                           -                         124.5                                     122.5                   -               -   122.5
    Impairment, restructuring and other                                                               (0.4)                       (0.4)                            -                                       2.4                   -             2.4       -
    Product registration and recall matters                                                              -                           -                             -                                       0.3                 0.3               -       -
    Other income, net                                                                                 (1.1)                          -                          (1.1)                                     (0.6)                  -               -    (0.6)
                                                                                                      ----                         ---                          ----                                      ----                 ---             ---    ----
    Loss from operations                                                                             (91.9)                        0.4                         (92.3)                                    (99.0)               (0.3)           (2.4)  (96.3)
    % of sales                                                                                      (44.7)%                                 (44.8)%                                           (49.6)%                               (48.2)%
    Interest expense                                                                                  13.2                           -                          13.2                                      15.3                   -               -    15.3
                                                                                                      ----                         ---                          ----                                      ----                 ---             ---    ----
    Loss from continuing operations before income taxes                                             (105.1)                        0.4                        (105.5)                                   (114.3)               (0.3)           (2.4) (111.6)
    Income tax benefit from continuing operations                                                    (36.8)                        0.2                         (37.0)                                    (41.2)               (0.1)           (0.9)  (40.2)
                                                                                                     -----                         ---                         -----                                     -----                ----            ----   -----
    Loss from continuing operations                                                                                 $(68.3)                                     $0.2                                    $(68.5)                             $(73.1)          $(0.2)    $(1.5) $(71.4)
                                                                                                                    ======                                      ====                                    ======                              ======           =====     =====  ======
    Basic loss per share from continuing operations                                                                 $(1.11)                                    $0.01                                    $(1.12)                             $(1.20)         $(0.01)   $(0.02) $(1.17)
                                                                                                                    ======                                     =====                                    ======                              ======          ======    ======  ======
    Diluted loss per share from continuing operations                                                               $(1.11)                                    $0.01                                    $(1.12)                             $(1.20)         $(0.01)   $(0.02) $(1.17)
                                                                                                                    ======                                     =====                                    ======                              ======          ======    ======  ======
    Common shares used in basic loss per share calculation                                            61.4                        61.4                          61.4                                      60.9                60.9            60.9    60.9
                                                                                                      ====                        ====                          ====                                      ====                ====            ====    ====
    Common shares and potential common shares used in diluted loss per share calculation              61.4                        61.4                          61.4                                      60.9                60.9            60.9    60.9
                                                                                                      ====                        ====                          ====                                      ====                ====            ====    ====
    Calculation of Adjusted EBITDA:
    Loss from continuing operations                                                                                 $(68.3)                                                                             $(73.1)
    Income tax benefit from continuing operations                                                    (36.8)                                                                    (41.2)
    Income (loss) from discontinued operations, net of tax                                             0.6                                                                      (0.8)
    Income tax expense (benefit) from discontinued operations                                          0.3                                                                      (0.4)
    Interest expense                                                                                  13.2                                                                      15.3
    Depreciation                                                                                      13.6                                                                      12.9
    Amortization (including Roundup)                                                                   2.7                                                                       2.7
    Impairment, restructuring and other charges                                                       (0.4)                                                                        -
    Mark-to-market adjustments on derivatives                                                         (0.3)                                                                      0.2
    Adjusted EBITDA                                                                                                 $(75.4)                                                                             $(84.4)
                                                                                                                    ======                                                                              ======

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


    THE SCOTTS MIRACLE-GRO COMPANYFootnotes to Preceding
                     Financial Statements

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

    (2)                                                    Diluted income
                                                           (loss) per
                                                           common share
                                                           amounts are
                                                           calculated by
                                                           dividing loss
                                                           from
                                                           continuing
                                                           operations,
                                                           income (loss)
                                                           from
                                                           discontinued
                                                           operations
                                                           and net loss
                                                           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. Since
                                                           there is a
                                                           loss for the
                                                           three months
                                                           ended
                                                           December 29,
                                                           2012 and
                                                           December 31,
                                                           2011,
                                                           potentially
                                                           dilutive
                                                           securities
                                                           were not
                                                           included in
                                                           the
                                                           calculations
                                                           for those
                                                           periods
                                                           because to do
                                                           so would have
                                                           been anti-
                                                           dilutive.
    ---                                                   --------------

    (3)                                                    In the fourth
                                                           quarter of
                                                           fiscal 2012,
                                                           the Company
                                                           completed the
                                                           wind down of
                                                           the Company's
                                                           professional
                                                           seed
                                                           business.  As
                                                           a result,
                                                           effective in
                                                           its fourth
                                                           quarter of
                                                           fiscal 2012,
                                                           the Company
                                                           classified
                                                           its results
                                                           of operations
                                                           for all
                                                           periods
                                                           presented to
                                                           reflect the
                                                           professional
                                                           seed business
                                                           as a
                                                           discontinued
                                                           operation.
    ---                                                   --------------

    (4)                                                    The
                                                           Reconciliation
                                                           of Non-GAAP
                                                           Disclosure
                                                           Items
                                                           includes the
                                                           following
                                                           non-GAAP
                                                           financial
                                                           measures:
                                                           Adjusted loss
                                                           from
                                                           continuing
                                                           operations
                                                           and adjusted
                                                           diluted loss
                                                           per share
                                                           from
                                                           continuing
                                                           operations -
                                                           These
                                                           measures
                                                           exclude
                                                           charges or
                                                           credits
                                                           relating to
                                                           impairments,
                                                           restructurings,
                                                           product
                                                           registration
                                                           and recall
                                                           matters,
                                                           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 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
                                                           3.50 at
                                                           December 29,
                                                           2012) and an
                                                           interest
                                                           coverage
                                                           ratio
                                                           (minimum of
                                                           3.50 for the
                                                           twelve months
                                                           ended
                                                           December 29,
                                                           2012). The
                                                           Company was
                                                           in compliance
                                                           with the
                                                           terms of all
                                                           debt
                                                           covenants at
                                                           December 29,
                                                           2012.
                                                          -------------

                                                           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