MARYSVILLE, Ohio, Nov. 7, 2013 /PRNewswire/ -- The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced that fiscal 2013 adjusted earnings improved 39 percent to $2.79 per share due to the Company's strong second half performance in the core U.S. lawn and garden business, as well as better-than-expected execution of its Project Max productivity efforts.

Net sales of $2.82 billion for the year, essentially flat from a year ago, were achieved after a 9 percent increase in the second half of the year, including a 10 percent increase in the fourth quarter.

Adjusted income from continuing operations for the year ended September 30, 2013 was $174.4 million, or $2.79 per share, compared with $124.9 million, or $2.01 per share a year ago. Those results exclude the impact of product registration and recall costs, as well as impairment, restructuring and other charges. Including those items, income from continuing operations was $161.2 million, or $2.58 per share in 2013, compared to $113.2 million, or $1.82 per share a year ago.

The strong earnings improvement was driven by a 6 percent reduction in selling, general and administrative expense (SG&A) as the result of Project Max. In addition, increased pricing, combined with cost-out efforts related to Project Max, contributed to a 100 basis point improvement in the Company's adjusted gross margin rate.

"These results are a giant step forward in returning our business to a proper level of profitability and reflect the deep commitment of our team of associates around the world," said Jim Hagedorn, chairman and chief executive officer. "Despite dramatic delays in our season due to poor spring weather, consumers were highly engaged in the second half of the year, allowing us to exceed our guidance. Additionally, the acceleration of Project Max allowed us to move faster than we anticipated and put us in a good position entering next year.

"We continue to believe the consumer marketplace remains soft. Therefore, as we did in 2013, we will plan conservatively but look for opportunities to drive better-than-expected results. Our initial outlook is for sales growth of 2 to 3 percent and earnings per share growth of 10 to 15 percent in fiscal 2014, which could represent up to a 60 percent improvement in earnings over a two-year period."

Fourth-Quarter Details

Company-wide net sales increased 10 percent in the fourth quarter to $443.0 million, compared with $401.2 million during the same quarter a year ago. Global Consumer segment sales increased 12 percent in the fourth quarter to $347.5 million. Sales in the U.S. increased 15 percent during the quarter. Outside the U.S., sales increased 2 percent, excluding the impact of foreign exchange rates. The operating loss for the Global Consumer segment was $6.7 million during the fourth quarter, compared with a loss of $39.1 million a year ago. Consumer purchases at the Company's largest U.S. retailers increased 6 percent in the fourth quarter, compared to a year ago.

Scotts LawnService sales increased 7 percent to $90.2 million in the fourth quarter, compared to $84.5 million during the same quarter a year ago. Operating income for the segment increased 10 percent during the quarter to $24.3 million, compared with $22.1 million a year ago.

The company-wide adjusted gross margin rate was 29.7 percent during the fourth quarter, compared with 26.2 percent during the same quarter a year ago. The year-over-year improvement was due to increased pricing, favorable commodity costs, increased sales volume and continued growth in the Scotts LawnService business.

SG&A in the fourth quarter decreased 6 percent, or $8.6 million, to $140.1 million, compared with $148.7 million a year ago. The year-over-year savings were driven by expense reduction as part of the Company's Project Max initiative.

Adjusted loss from continuing operations was $11.1 million in the fourth quarter, or $0.18 per share, compared with a loss of $36.4 million, or $0.59 per share, a year ago. Those results exclude costs related to impairment, restructuring and other charges, as well as product registration and recall matters. Including those items, reported loss from continuing operations for the fourth quarter was $18.6 million, or $0.30 per share, compared with a loss of $36.6 million, or $0.60 per share, a year ago.

The quarter included an $11.6 million non-cash impairment charge related to the Ortho brand as part of the Company's annual impairment review.

Full-Year Details

Company-wide net sales were flat in 2013 at $2.82 billion, as were Global Consumer sales at $2.53 billion. Scotts LawnService sales increased 5 percent to $257.8 million for the year, compared to $245.8 million a year ago. Consumer purchases at the Company's largest U.S. retailers were in line with 2012.

On an adjusted basis, the company-wide gross margin rate increased 100 basis points to 35.0 percent for the year. The improvement was attributable primarily to increased pricing, cost-out efforts and other cost efficiencies, partially offset by planned commodity cost inflation and lower-than-expected sales volume.

SG&A decreased 6 percent, or $44.6 million, to $661.1 million, compared to $705.7 million a year ago. The year-over-year savings in nearly all areas were driven by the Company's Project Max initiative.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were $390.5 million, an increase of 29 percent, compared to $302.9 million a year ago.

Adjusted income from continuing operations for fiscal 2013 was $174.4 million, or $2.79 per share, compared to $124.9 million, or $2.01 per share a year ago. Those results exclude costs related to impairment, restructuring and other charges, as well as product registration and recall matters. Including those items, reported income from continuing operations for 2013 was $161.2 million, or $2.58 per share, compared with $113.2 million, or $1.82 per share, a year ago.

For the full year, the Company recorded $20.3 million in impairment, restructuring and other charges, with $9.1 million attributed to its efforts to improve the profitability of its international operations.

The Global Consumer segment reported a 20 percent increase in operating income to $406.4 million for fiscal 2013, compared to $338.3 million a year ago. Scotts LawnService reported a 6 percent increase in operating income to $28.7 million during the year, compared to $27.0 million in fiscal 2012. The consolidated company-wide adjusted income from continuing operations before income taxes increased 39 percent to $274.3 million during fiscal 2013, compared to $197.1 million a year ago.

Cash flow from operations was $342 million in 2013, well above the Company's original projections for the year due to better-than-expected inventory management and a non-recurring cash benefit from a recovery of taxes overpaid in 2012.

"Our focus in 2013 was to significantly improve margin and cash flow, and we succeeded," Hagedorn said. "In addition to hitting our earnings targets - even on lower sales than we originally projected - we also reduced our leverage ratio during the year and increased our quarterly dividend by 35 percent. That focus will remain core to our near-term thinking as we continue to drive shareholder value through a combination of improved performance and returning cash to shareholders."

Company to Hold Its Analyst Day Meeting on Dec. 13

The Company will hold its Analyst & Investor Day on Friday, December 13, 2013 at the Waldorf Astoria Hotel in New York. A live webcast of the meeting will be available on the investor relations section of the Company's website at http://investor.scotts.com. Presentation slides and a replay of the webcast will be available on the website following the meeting.

Conference Call and Webcast Scheduled for 9:00 a.m. ET Today, Nov. 7

The Company will discuss its fiscal fourth-quarter and full-year 2013 results during a webcast and conference call today at 9:00 a.m. ET. Conference call participants should call 888-364-3109. A replay of the call can be heard by calling 888-203-1112 (Reference Number: 3700119). The replay will be available for 30 days. The live webcast is available at http://investor.scotts.com. An archive of the webcast, as well as accompanying financial information regarding any non-GAAP financial measures discussed by the Company during the call, will be available on the website for at least 12 months.

About ScottsMiracle-Gro

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

                                                                                                                          Condensed Consolidated Statements of Operations

                                                                                                                            (In millions, except per common share data)

                                                                                                                                            (Unaudited)




                                                                                                                     Three Months Ended                                                    Twelve Months Ended
                                                                                                                     ------------------                                                    -------------------


                                                                                                  Footnotes             September 30,                                September 30,             % Change        September 30,           September 30,           % Change

                                                                                                                                              2013                                   2012                                        2013                    2012
                                                                                                                                              ----                                   ----                                        ----                    ----


    Net sales                                                                                                                               $443.0                                 $401.2              10 %                  $2,816.5                $2,826.1          - %

    Cost of sales                                                                                                                            311.6                                  296.2                                     1,831.9                 1,864.4

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

    Cost of sales-product registration and recall matters                                                                                        -                                      -                                           -                     0.4
                                                                                                                                               ---                                    ---                                         ---                     ---

    Gross profit                                                                                                                             130.8                                  105.0              25 %                     982.4                   961.3           2 %

    % of sales                                                                                                                               29.5 %                                 26.2 %                                      34.9 %                  34.0 %

    Operating expenses:

    Selling, general and administrative                                                                                                      140.1                                  148.7              (6)%                     661.1                   705.7          (6)%

    Impairment, restructuring and other                                                                                                       11.4                                      -                                        18.1                     7.1

    Product registration and recall matters                                                                                                      -                                    0.4                                           -                     7.8

    Other (income) loss, net                                                                                                                  (2.5)                                   0.6                                       (10.0)                   (2.9)
                                                                                                                                              ----                                    ---                                       -----                    ----

    Income (loss) from operations                                                                                                            (18.2)                                 (44.7)             59 %                     313.2                   243.6          29 %

    % of sales                                                                                                                               (4.1)%                                (11.1)%                                      11.1 %                   8.6 %

    Interest expense                                                                                                                          11.3                                   12.0                                        59.2                    61.8
                                                                                                                                              ----                                   ----                                        ----                    ----

    Income (loss) from continuing operations before income taxes                                                                             (29.5)                                 (56.7)             48 %                       254                   181.8          40 %

    Income tax expense (benefit) from continuing operations                                                                                  (10.9)                                 (20.1)                                       92.8                    68.6
                                                                                                                                             -----                                  -----                                        ----                    ----

    Income (loss) from continuing operations                                                                                                 (18.6)                                 (36.6)             49 %                     161.2                   113.2          42 %

    Loss from discontinued operations, net of tax                                                                (3)                          (0.8)                                  (3.5)                                       (0.1)                   (6.7)
                                                                                                                ---

    Net income (loss)                                                                                                                       $(19.4)                                $(40.1)                                     $161.1                  $106.5
                                                                                                                                            ======                                 ======                                      ======                  ======


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

    Income (loss) from continuing operations                                                                                                $(0.30)                                $(0.60)             50 %                     $2.61                   $1.86          40 %

       Loss from discontinued operations                                                                                                     (0.01)                                 (0.06)                                          -                   (0.11)
                                                                                                                                             -----                                  -----                                         ---                   -----

    Net income (loss)                                                                                                                       $(0.31)                                $(0.66)                                      $2.61                   $1.75
                                                                                                                                            ======                                 ======                                       =====                   =====


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

    Income (loss) from continuing operations                                                                                                $(0.30)                                $(0.60)             50 %                     $2.58                   $1.82          42 %

    Loss from discontinued operations                                                                                                        (0.01)                                 (0.06)                                      (0.01)                  (0.11)
                                                                                                                                             -----                                  -----                                       -----                   -----

    Net income (loss)                                                                                                                       $(0.31)                                $(0.66)                                      $2.57                   $1.71
                                                                                                                                            ======                                 ======                                       =====                   =====



    Common shares used in basic income (loss) per share calculation                                                                           62.0                                   61.2               1 %                      61.7                    61.0           1 %
                                                                                                                                              ====                                   ====                                        ====                    ====



    Common shares and potential common shares used in diluted income (loss) per share calculation                                             62.0                                   61.2               1 %                      62.6                    62.1           1 %
                                                                                                                                              ====                                   ====                                        ====                    ====


    Non-GAAP results from continuing operations:


    Adjusted income (loss) from continuing operations                                                            (4)                        $(11.1)                                $(36.4)             70 %                    $174.4                  $124.9          40 %
                                                                                                                ===

    Adjusted diluted income (loss) per share from continuing operations                                     (2) (4)                         $(0.18)                                $(0.59)             69 %                     $2.79                   $2.01          39 %
                                                                                                                                            ======

    Adjusted EBITDA                                                                                         (3) (4)                           $9.6                                 $(34.9)            128 %                    $390.5                  $302.9          29 %
                                                                                                                                              ====

    Note: See accompanying footnotes on page 9



                                                                                                                THE SCOTTS MIRACLE-GRO COMPANY

                                                                                     Net Sales and Income (Loss) from Continuing Operations before Income Taxes by Segment

                                                                                                                         (In millions)

                                                                                                                          (Unaudited)


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


    Segment performance is evaluated based on several factors, including income 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.




                                                                                           Three Months Ended                                       Twelve Months Ended
                                                                                           ------------------                                       -------------------

                                                                                            September 30,                     September 30,                 % Change                September 30,                     September 30,          % Change

                                                                                                             2013                              2012                                                  2013                              2012
                                                                                                             ----                              ----                                                  ----                              ----

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

    Global Consumer                                                                                        $347.5                            $309.8                 12 %                         $2,527.5                          $2,539.2          - %

    Scotts LawnService(R)                                                                                    90.2                              84.5                  7 %                            257.8                             245.8           5 %
                                                                                                             ----                              ----                                                 -----                             -----

    Segment total                                                                                           437.7                             394.3                 11 %                          2,785.3                           2,785.0          - %

    Corporate & Other                                                                                         5.3                               6.9                                                  31.2                              41.1

    Consolidated                                                                                           $443.0                            $401.2                 10 %                         $2,816.5                          $2,826.1          - %
                                                                                                           ======                            ======                                              ========                          ========



    Income (loss) from Continuing

    Operations before Income Taxes:
    -------------------------------

    Global Consumer                                                                                         $(6.7)                           $(39.1)                83 %                           $406.4                            $338.3          20 %

    Scotts LawnService(R)                                                                                    24.3                              22.1                 10 %                             28.7                              27.0           6 %
                                                                                                             ----                              ----                                                  ----                              ----

    Segment total                                                                                            17.6                             (17.0)                                                435.1                             365.3

    Corporate & Other                                                                                       (20.9)                            (23.9)                                                (91.2)                            (96.3)

    Intangible asset amortization                                                                            (2.9)                             (3.4)                                                (10.4)                            (10.1)

    Product registration and recall matters                                                                     -                              (0.4)                                                    -                              (8.2)

    Impairment, restructuring and other                                                                     (12.0)                                -                                                 (20.3)                             (7.1)

    Interest expense                                                                                        (11.3)                            (12.0)                                                (59.2)                            (61.8)
                                                                                                            -----                             -----                                                 -----                             -----

    Consolidated                                                                                           $(29.5)                           $(56.7)                48 %                           $254.0                            $181.8          40 %
                                                                                                           ======                            ======                                                ======                            ======



                                     THE SCOTTS MIRACLE-GRO COMPANY

                                 Condensed Consolidated Balance Sheets

                                             (In millions)



                                                  September 30,        September 30,
                                                                 2013                 2012
                                                                 ----                 ----

    ASSETS

    Current assets:

    Cash and cash
     equivalents                                               $129.8               $131.9

    Accounts receivable,
     net                                                        313.3                330.9

    Inventories                                                 324.9                414.9

    Prepaid and other
     current assets                                             113.0                122.3
                                                                -----                -----

    Total current assets                                        881.0              1,000.0

    Property, plant and
     equipment, net                                             422.3                427.4

    Goodwill                                                    315.1                309.4

    Intangible assets,
     net                                                        284.4                307.1

    Other assets                                                 34.4                 30.5
                                                                 ----                 ----

    Total assets                                             $1,937.2             $2,074.4
                                                             ========             ========


    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Current portion of
     debt                                                       $92.4                 $1.5

    Accounts payable                                            137.7                152.3

    Other current
     liabilities                                                279.7                279.8
                                                                -----                -----

    Total current
     liabilities                                                509.8                433.6

    Long-term debt                                              478.1                781.1

    Other liabilities                                           238.8                257.8
                                                                -----                -----

    Total liabilities                                         1,226.7              1,472.5

    Shareholders'
     equity:                                                    710.5                601.9
                                                                -----                -----

    Total liabilities
     and shareholders'
     equity                                                  $1,937.2             $2,074.4
                                                             ========             ========


                                                                                                                    THE SCOTTS MIRACLE-GRO COMPANY

                                                                                                           Reconciliation of Non-GAAP Disclosure Items (4)

                                                                                                             (In millions, except per common share data)

                                                                                                                             (Unaudited)



                                                                                            Three Months Ended September 30,                                 Three Months Ended September 30,
                                                                                                          2013                                                            2012
                                                                                           ---------------------------------                                ---------------------------------

                                                                                                      As Reported               Impairment, Restructuring             Adjusted                As Reported              Product             Adjusted

                                                                                                                                        and Other                                                                 Registration and
                                                                                                                                                                                                                   Recall Matters
                                                                                                                                                                                                             ---                                       ---

    Net sales                                                                                                         $443.0           $                 -                       $443.0                   $401.2    $                   -           $401.2

    Cost of sales                                                                                                      311.6                             -                        311.6                    296.2                        -            296.2

    Cost of sales - impairment, restructuring and other                                                                  0.6                           0.6

    Cost of sales - product registration and recall matters                                                                -                             -                            -                        -                        -                -
                                                                                                                         ---                           ---                          ---                      ---                      ---              ---

    Gross profit                                                                                                       130.8                          (0.6)                       131.4                    105.0                        -            105.0

    % of sales                                                                                                         29.5 %                                                     29.7 %                   26.2 %                                    26.2 %

    Operating expenses:

    Selling, general and administrative                                                                                140.1                             -                        140.1                    148.7                        -            148.7

    Impairment, restructuring and other                                                                                 11.4                          11.4                            -                        -                        -                -

    Product registration and recall matters                                                                                -                             -                            -                      0.4                      0.4                -

    Other (income) loss, net                                                                                            (2.5)                            -                         (2.5)                     0.6                        -              0.6
                                                                                                                        ----                           ---                         ----                      ---                      ---              ---

    Loss from operations                                                                                               (18.2)                        (12.0)                        (6.2)                   (44.7)                    (0.4)           (44.3)

    % of sales                                                                                                         (4.1)%                                                     (1.4)%                  (11.1)%                                   (11.0)%

    Interest expense                                                                                                    11.3                             -                         11.3                     12.0                        -             12.0
                                                                                                                        ----                           ---                         ----                     ----                      ---             ----

    Loss from continuing operations before income taxes                                                                (29.5)                        (12.0)                       (17.5)                   (56.7)                    (0.4)           (56.3)

    Income tax benefit from continuing operations                                                                      (10.9)                         (4.5)                        (6.4)                   (20.1)                    (0.2)           (19.9)
                                                                                                                       -----                          ----                         ----                    -----                     ----            -----

    Loss from continuing operations                                                                                   $(18.6)                        $(7.5)                      $(11.1)                  $(36.6)                   $(0.2)          $(36.4)
                                                                                                                      ======                         =====                       ======                   ======                    =====           ======

    Basic loss per share from continuing operations                                                                   $(0.30)                       $(0.12)                      $(0.18)                  $(0.60)                  $(0.01)          $(0.59)
                                                                                                                      ======                        ======                       ======                   ======                   ======           ======

    Diluted loss per share from continuing operations                                                                 $(0.30)                       $(0.12)                      $(0.18)                  $(0.60)                  $(0.01)          $(0.59)
                                                                                                                      ======                        ======                       ======                   ======                   ======           ======



    Common shares used in basic income per share calculation                                                            62.0                          62.0                         62.0                     61.2                     61.2             61.2
                                                                                                                        ====                          ====                         ====                     ====                     ====             ====



    Common shares and potential common shares used in diluted income per share calculation                              62.0                          62.0                         62.0                     61.2                     61.2             61.2
                                                                                                                        ====                          ====                         ====                     ====                     ====             ====


    Calculation of Adjusted EBITDA:

    Loss from continuing operations                                                                                   $(18.6)                                                                             $(36.6)

    Income tax benefit from continuing operations                                                                      (10.9)                                                                              (20.1)

    Loss from discontinued operations, net of tax                                                                       (0.8)                                                                               (3.5)

    Income tax benefit from discontinued operations                                                                     (0.3)                                                                               (1.2)

    Interest expense                                                                                                    11.3                                                                                12.0

    Depreciation                                                                                                        13.9                                                                                11.9

    Amortization (including Roundup)                                                                                     3.1                                                                                 3.6

    Impairment, restructuring and other                                                                                 11.6                                                                                   -

    Mark-to-market adjustments on derivatives                                                                            0.3                                                                                (1.0)


    Adjusted EBITDA                                                                                                     $9.6                                                                              $(34.9)
                                                                                                                        ====                                                                              ======



                                                                                                                                    THE SCOTTS MIRACLE-GRO COMPANY

                                                                                                                            Reconciliation of Non-GAAP Disclosure Items (4)

                                                                                                                              (In millions, except per common share data)

                                                                                                                                              (Unaudited)



                                                                                            Twelve Months Ended September 30,
                                                                                                           2013                                                 Twelve Months Ended September 30, 2012
                                                                                           ----------------------------------                                   --------------------------------------

                                                                                                       As Reported              Impairment, Restructuring and             Adjusted                     As Reported           Product Registration and      Impairment, Restructuring and
                                                                                                                                             Other                                                                                                                      Other              Adjusted
                                                                                                                                                                                                                                  Recall Matters
                                                                                                                                                                                                                        ---                                                                              ---

    Net sales                                                                                                        $2,816.5            $                   -                      $2,816.5                       $2,826.1       $                     -           $                   -           $2,826.1

    Cost of sales                                                                                                     1,831.9                                -                       1,831.9                        1,864.4                             -                               -            1,864.4

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

    Cost of sales - product registration and recall matters                                                                 -                                -                             -                            0.4                           0.4                               -                  -
                                                                                                                          ---                              ---                           ---                            ---                           ---                             ---                ---

    Gross profit                                                                                                        982.4                             (2.2)                        984.6                          961.3                          (0.4)                              -              961.7

    % of sales                                                                                                          34.9 %                                                         35.0 %                         34.0 %                                                                           34.0 %

    Operating expenses:

    Selling, general and administrative                                                                                 661.1                                -                         661.1                          705.7                             -                               -              705.7

    Impairment, restructuring and other                                                                                  18.1                             18.1                             -                            7.1                             -                             7.1                  -

    Product registration and recall matters                                                                                 -                                -                             -                            7.8                           7.8                               -                  -

    Other (income) loss, net                                                                                            (10.0)                               -                         (10.0)                          (2.9)                            -                               -               (2.9)
                                                                                                                        -----                              ---                         -----                           ----                           ---                             ---               ----

    Income from operations                                                                                              313.2                            (20.3)                        333.5                          243.6                          (8.2)                           (7.1)             258.9

    % of sales                                                                                                          11.1 %                                                         11.8 %                          8.6 %                                                                            9.2 %

    Interest expense                                                                                                     59.2                                -                          59.2                           61.8                             -                               -               61.8
                                                                                                                         ----                              ---                          ----                           ----                           ---                             ---               ----

    Income from continuing operations before income taxes                                                               254.0                            (20.3)                        274.3                          181.8                          (8.2)                           (7.1)             197.1

    Income tax expense from continuing operations                                                                        92.8                             (7.1)                         99.9                           68.6                          (0.8)                           (2.8)              72.2
                                                                                                                         ----                             ----                          ----                           ----                          ----                            ----               ----

    Income from continuing operations                                                                                  $161.2                           $(13.2)                       $174.4                         $113.2                         $(7.4)                          $(4.3)            $124.9
                                                                                                                       ======                           ======                        ======                         ======                         =====                           =====             ======

    Basic income per share from continuing operations                                                                   $2.61                           $(0.22)                        $2.83                          $1.86                        $(0.12)                         $(0.07)             $2.05
                                                                                                                        =====                           ======                         =====                          =====                        ======                          ======              =====

    Diluted income per share from continuing operations                                                                 $2.58                           $(0.21)                        $2.79                          $1.82                        $(0.12)                         $(0.07)             $2.01
                                                                                                                        =====                           ======                         =====                          =====                        ======                          ======              =====



    Common shares used in basic income per share calculation                                                             61.7                             61.7                          61.7                           61.0                          61.0                            61.0               61.0
                                                                                                                         ====                             ====                          ====                           ====                          ====                            ====               ====



    Common shares and potential common shares used in diluted income per share calculation                               62.6                             62.6                          62.6                           62.1                          62.1                            62.1               62.1
                                                                                                                         ====                             ====                          ====                           ====                          ====                            ====               ====


    Calculation of Adjusted EBITDA:

    Income from continuing operations                                                                                  $161.2                                                                                        $113.2

    Income tax expense from continuing operations                                                                        92.8                                                                                          68.6

    Loss from discontinued operations, net of tax                                                                        (0.1)                                                                                         (5.0)

    Income tax benefit from discontinued operations                                                                      (0.2)                                                                                         (2.0)

    Interest expense                                                                                                     59.2                                                                                          61.8

    Depreciation                                                                                                         54.9                                                                                          51.5

    Amortization (including Roundup)                                                                                     11.2                                                                                          10.9

    Impairment, restructuring and other charges                                                                          11.2                                                                                           4.7

    Product registration and recall matters                                                                                 -                                                                                           0.2

    Mark-to-market adjustments on derivatives                                                                             0.3                                                                                          (1.0)


    Adjusted EBITDA                                                                                                    $390.5                                                                                        $302.9
                                                                                                                       ======                                                                                        ======



        THE SCOTTS MIRACLE-GRO COMPANY

       Footnotes to Preceding Financial
                   Statements


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


    (2)     Diluted income (loss) per
            common share amounts are
            calculated by dividing
            income (loss) from
            continuing operations,
            income (loss) from
            discontinued operations and
            net income (loss) 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 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 income (loss) from
            continuing operations and
            adjusted diluted income
            (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
            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 3.50 at
            September 30, 2013) and an
            interest coverage ratio
            (minimum of 3.50 for the
            twelve months ended
            September 30, 2013). The
            Company was in compliance
            with the terms of all debt
            covenants at September 30,
            2013.


            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