MARYSVILLE, Ohio, Aug. 6, 2013 /PRNewswire/ -- The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced results for its fiscal third quarter ended June 29, 2013, as well as a 35 percent increase in its recurring quarterly dividend. The Company also said full-year adjusted earnings are trending toward the mid-point of its previous guidance range of $2.50 to $2.75 per share.

Net sales increased $93 million, or 9 percent, to $1.15 billion for the quarter compared with $1.05 billion a year ago. Adjusted income from continuing operations was $153.9 million, or $2.46 per share, compared with $100.8 million, or $1.62 per share a year ago.

The Company said consumer purchases in the U.S. at its largest retail partners increased 15 percent during the third quarter compared to a year ago. Consumer purchases increased in every category and total market share remained stable from 2012. Year-to-date consumer purchases were essentially flat entering August, compared to a year ago.

"The level of consumer engagement we've seen since April has erased the deficit we had after a slow break to the season in March," said chairman and chief executive officer Jim Hagedorn. "In each area of the business, our team has done an outstanding job executing our plan this year. With less than two months remaining in our fiscal year, we now feel comfortable projecting that our full-year earnings should be at the mid-point of our guidance of $2.50 to $2.75 per share."

Separately, the Company announced its Board of Directors has approved a 35 percent increase in the quarterly dividend to $0.4375 per share. The fourth quarter dividend is payable on September 10, 2013 to shareholders of record on August 27, 2013.

"As a result of our strong performance, we've been able to reduce our leverage to a point where we can execute our commitment to returning cash to our shareholders," said chief financial officer Larry Hilsheimer. "The increase in our quarterly dividend demonstrates a high degree of confidence in the strength of our business and ongoing cash flow. In addition to the activities we announced today, we will continue to weigh the benefits of future shareholder-friendly actions, the most likely of which in the near-term will be reinstituting our share repurchase plan."

Third Quarter Details
Global Consumer segment sales increased 10 percent to $1.05 billion in the third quarter compared to $960.7 million a year ago. Sales in the U.S. increased 8 percent during the quarter. Outside the U.S., sales increased 21 percent, excluding the impact of foreign exchange rates. Operating income for the Global Consumer segment was $261.7 million, compared to $171.7 million a year ago.

Scotts LawnService sales increased 2 percent to $89.9 million in the third quarter, compared to $87.8 million during the same quarter a year ago. Operating income for the segment was flat during the quarter at $22.3 million, compared to a year ago.

The company-wide adjusted gross margin rate was 38.6 percent, compared with 35.0 percent during the same quarter a year ago. The year-over-year increase was primarily due to improved leverage of fixed manufacturing and warehousing costs in addition to favorable commodity costs, pricing and other cost efficiencies.

Selling, general and administrative expenses (SG&A) in the third quarter decreased 4 percent, or $8.1 million, to $189.5 million, compared to $197.6 million a year ago. The year-over-year savings were driven by expense reduction as part of the Company's Project Max initiative.

Adjusted income from continuing operations was $153.9 million, or $2.46 per share, compared to $100.8 million, or $1.62 per share, for the same period 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 the third quarter was $148.2 million, or $2.37 per share, compared with $96.4 million, or $1.55 per share, compared to a year ago.

During the quarter the Company recorded $8.5 million in restructuring charges, primarily attributed to its efforts to improve the profitability of its international operations.

Year-to-Date Details
Net sales for the nine months were $2.37 billion, a decrease of 2 percent from net sales of $2.42 billion a year ago. The change in sales was attributable to lower unit volume in the Global Consumer segment, partially offset by increased pricing.

The adjusted company-wide gross margin rate for the first nine months of fiscal 2013 was 35.9 percent, compared to 35.3 percent a year ago. SG&A decreased $36.0 million to $521.0 million for the nine months of fiscal 2013.

Adjusted income from continuing operations for the first nine months of fiscal 2013 was $185.5 million, or $2.97 per share, compared to $161.4 million, or $2.61 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 the first nine months was $179.8 million, or $2.88 per share, compared with $149.8 million, or $2.42 per share, compared to a year ago.

Full-Year Outlook
In refining its full-year earnings guidance, the Company said it continues to expect fiscal 2013 net sales ranging from a 1 percent decrease to an increase of 1 percent compared to a year ago. SG&A savings are expected to be at the upper end of its previous guidance range of 3 percent to 5 percent for the year. In addition, the Company said it expects improvement of 60 to 100 basis points for the full-year adjusted gross margin rate.

The Company reiterated expectations for operating cash flow of at least $250 million in fiscal 2013 due to strong operating results, improvements in working capital and one-time tax benefits.

Conference Call and Webcast Scheduled for 9:00 a.m. ET Today, August 6
The Company will discuss its results during a webcast and conference call today at 9:00 a.m. ET. Conference call participants should call 877-641-0093. A replay of the call can be heard by calling 888-284-7564 (Reference ID: 2986161). 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, 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-COMPANY
                                                                                           Condensed Consolidated Statement of Operations
                                                                                           (In millions, except for per common share data)
                                                                                                             (Unaudited)


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

                                                                                                               Footnotes        June 29,            June 30,       %         June 29,              June 30,            %
                                                                                                                                                                     Change                                              Change
                                                                                                                                         2013                 2012                         2013                  2012
                                                                                                                                         ----                 ----                         ----                  ----

    Net sales                                                                                                                       $1,148.1             $1,054.9        9%            $2,373.5              $2,424.9      (2)%

    Cost of sales                                                                                                             704.8                685.7                      1,520.3                 1,568.2

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

    Cost of sales - product registration and recall matters                                                                      -                  0.2                           -                   0.4
                                                                                                                               ---                  ---                         ---                   ---

    Gross profit                                                                                                              441.8                369.0                 20%     851.6                 856.3                (1)%

    % of sales                                                                                                                 38.5%                35.0%                        35.9%                 35.3%

    Operating expenses:

    Selling, general and administrative                                                                                       189.5                197.6                (4)%     521.0                 557.0                (6)%

    Impairment, restructuring and other                                                                                         7.0                (0.4)                          6.7                   7.1

    Product registration and recall matters                                                                                      -                  3.8                           -                   7.4

    Other income, net                                                                                                         (4.9)                (2.2)                         (7.5)                (3.5)
                                                                                                                               ----                 ----                         ----                  ----

    Income from operations                                                                                                    250.2                170.2                 47%     331.4                 288.3                 15%

    % of sales                                                                                                                 21.8%                16.1%                        14.0%                 11.9%

    Interest expense                                                                                                           16.8                 16.6                         47.9                  49.8
                                                                                                                               ----                 ----                         ----                  ----

    Income from continuing operations before income taxes                                                                     233.4                153.6                 52%     283.5                 238.5                 19%

    Income tax expense from continuing operations                                                                              85.2                 57.2                        103.7                  88.7
                                                                                                                               ----                 ----                        -----                  ----

    Income from continuing operations                                                                                         148.2                 96.4                 54%     179.8                 149.8                 20%

    Income (loss) from discontinued operations, net of tax                                                            (3)         -                (3.1)                          0.7                 (3.2)
                                                                                                                                ---                 ----                          ---                  ----

    Net Income                                                                                                                        $148.2                $93.3                       $180.5                $146.6
                                                                                                                                      ======                =====                       ======                ======

    Basic income per common share:                                                                                    (1)

    Income from continuing operations                                                                                                  $2.40                $1.58       52%               $2.91                 $2.45       19%

    Income (loss) from discontinued operations                                                                                   -                (0.05)                         0.01                 (0.05)

    Net Income                                                                                                                         $2.40                $1.53                        $2.92                 $2.40
                                                                                                                                       =====                =====                        =====                 =====

    Diluted income per common share:                                                                                  (2)

         Income from continuing operations                                                                                             $2.37                $1.55       53%               $2.88                 $2.42       19%

         Income (loss) from discontinued operations                                                                              -                (0.05)                         0.01                 (0.05)
                                                                                                                               ---                -----

    Net income                                                                                                                         $2.37                $1.50                        $2.89                 $2.37
                                                                                                                                       =====                =====                        =====                 =====

    Common shares used in basic income per share calculation                                                                   61.7                 61.1                  1%      61.7                  61.0                  1%
                                                                                                                               ====                 ====                         ====                  ====

    Common shares and potential common shares used in diluted income per share calculation                                     62.6                 62.2                  1%      62.5                  62.0                  1%
                                                                                                                               ====                 ====                         ====                  ====


    Non-GAAP results from continuing operations:

    Adjusted income from continuing operations                                                                        (4)              $153.9               $100.8       53%              $185.5                $161.4       15%
                                                                                                                                       ======               ======                        ======                ======

    Adjusted diluted income per share from continuing operations                                                 (2) (4)               $2.46                $1.62       52%               $2.97                 $2.61       14%
                                                                                                                                       =====                =====                         =====                 =====

    Adjusted EBITDA                                                                                              (3) (4)              $266.4               $185.0       44%              $381.3                $338.0       13%
                                                                                                                                      ======               ======                        ======                ======

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

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

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

Segment performance is evaluated based on several factors, including income 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® 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                             Nine Months Ended
                                                                -------------                         -----------------

                                                      June                June               %       June                June               %
                                                       29,                 30,            Change       29,                 30,            Change
                                                       2013                2012                         2013               2012
                                                       ----                ----                         ----               ----

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

    Global Consumer                                          $1,052.2              $960.7      10%            $2,180.0           $2,229.4      (2)%

    Scotts LawnService(R)                              89.9                87.8                 2%     167.6              161.3                  4%
                                                       ----                ----                       -----              -----

    Segment total                                   1,142.1               1,048.5                 9%   2,347.6              2,390.7                (2)%

    Corporate & Other                                   6.0                 6.4                        25.9               34.2

    Consolidated                                             $1,148.1            $1,054.9       9%            $2,373.5           $2,424.9      (2)%
                                                               ======              ======                       ======             ======


    Income from Continuing Operations before Income
    Taxes:
    ------

    Global Consumer                                            $261.7              $171.7      52%              $413.1             $377.4        9%

    Scotts LawnService(R)                              22.3                22.4                -  %     4.4                4.9               (10)%
                                                       ----                ----                         ---                ---

    Segment total                                     284.0               194.1                       417.5              382.3

    Corporate & Other                                 (22.8)              (18.1)                       (70.3)             (72.4)

    Intangible asset amortization                      (2.5)              (2.2)                        (7.5)             (6.7)

    Product registration and recall matters               -               (4.0)                          -              (7.8)

    Impairment, restructuring and other                (8.5)                0.4                        (8.3)             (7.1)

    Interest expense                                  (16.8)              (16.6)                       (47.9)             (49.8)
                                                      -----               -----                       -----              -----

    Consolidated                                               $233.4              $153.6      52%              $283.5             $238.5       19%
                                                               ======              ======                       ======             ======




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


                                                                                  June 29,              June 30,             September
                                                                                                                                30,
                                                                                        2013                 2012               2012
                                                                                        ----                 ----               ----


    ASSETS                                                                       (Unaudited)             (Unaudited)

    Current assets:

    Cash and cash equivalents                                                                   $105.4                $132.3             $131.9

    Accounts receivable, net                                                           682.3                613.9              330.9

    Inventories                                                                        385.8                469.3              414.9

    Prepaids and other current assets                                                  135.0                130.6              122.3
                                                                                       -----                -----              -----

    Total current assets                                                             1,308.5               1,346.1              1,000.0

    Property, plant and equipment, net                                                 409.8                387.7              427.4

    Goodwill                                                                           315.2                309.1              309.4

    Intangible assets, net                                                             297.6                308.7              307.1

    Other assets                                                                        31.2                 32.5               30.5
                                                                                        ----                 ----               ----

    Total assets                                                                              $2,362.3              $2,384.1           $2,074.4
                                                                                              ========              ========           ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Current portion of debt                                                                     $165.5                 $90.8               $1.5

    Accounts payable                                                                   230.7                242.8              152.3

    Other current liabilities                                                          450.2                476.6              279.8
                                                                                       -----                -----              -----

    Total current liabilities                                                          846.4                810.2              433.6

    Long-term debt                                                                     548.1                680.4              781.1

    Other liabilities                                                                  226.0                219.5              257.8
                                                                                       -----                -----              -----

    Total liabilities                                                                1,620.5               1,710.1              1,472.5

    Shareholders' equity                                                               741.8                674.0              601.9
                                                                                       -----                -----              -----

    Total liabilities and shareholders' equity                                                $2,362.3              $2,384.1           $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 June 29,
                                                                                                                                                          2013                                  Three Months Ended June 30, 2012
                                                                                                                                            ----------------------------                         --------------------------------

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

    Net sales                                                                                                                                      $1,148.1           $                 -               $1,148.1               $1,054.9     $       -        $     -        $1,054.9

    Cost of sales                                                                                                                           704.8                    -                     704.8                       685.7              -               -        685.7

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

    Cost of sales - product registration and recall matters                                                                                     -                    -                        -                         0.2             0.2               -           -
                                                                                                                                              ---                  ---                      ---                         ---             ---             ---         ---

    Gross profit                                                                                                                            441.8                  (1.5)                    443.3                       369.0            (0.2)              -        369.2

    % of sales                                                                                                                               38.5%                                  38.6%                              35.0%                           35.0%

    Operating expenses:

    Selling, general and administrative                                                                                                     189.5                    -                     189.5                       197.6              -               -        197.6

    Impairment, restructuring and other                                                                                                       7.0                   7.0                        -                       (0.4)              -             (0.4)          -

    Product registration and recall matters                                                                                                     -                    -                        -                         3.8             3.8               -           -

    Other income, net                                                                                                                       (4.9)                    -                      (4.9)                      (2.2)              -               -        (2.2)
                                                                                                                                             ----                  ---                      ----                        ----            ---             ---         ----

    Income from operations                                                                                                                  250.2                  (8.5)                    258.7                       170.2            (4.0)             0.4        173.8

    % of sales                                                                                                                               21.8%                                  22.5%                              16.1%                           16.5%

    Interest expense                                                                                                                         16.8                    -                      16.8                        16.6              -               -         16.6
                                                                                                                                             ----                  ---                      ----                        ----            ---             ---         ----

    Income from continuing operations before income taxes                                                                                   233.4                  (8.5)                    241.9                       153.6            (4.0)             0.4        157.2

    Income tax expense from continuing operations                                                                                            85.2                  (2.8)                     88.0                        57.2             0.1              0.7         56.4
                                                                                                                                             ----                  ----                      ----                        ----             ---              ---         ----

    Income from continuing operations                                                                                                                $148.2                         $(5.7)                $153.9                  $96.4         $(4.1)         $(0.3)         $100.8
                                                                                                                                                     ======                         =====                 ======                  =====         =====          =====          ======

    Basic income per share from continuing operations                                                                                                 $2.40                        $(0.09)                 $2.49                  $1.58        $(0.07)       $     -           $1.65
                                                                                                                                                      =====                        ======                  =====                  =====        ======      ===   ===           =====

    Diluted income per share from continuing operations                                                                                               $2.37                        $(0.09)                 $2.46                  $1.55        $(0.07)       $     -           $1.62
                                                                                                                                                      =====                        ======                  =====                  =====        ======      ===   ===           =====

    Common shares used in basic income per share calculation                                                                                 61.7                  61.7                      61.7                        61.1            61.1             61.1         61.1
                                                                                                                                             ====                  ====                      ====                        ====            ====             ====         ====

    Common shares and potential common shares used in diluted income per share calculation                                                   62.6                  62.6                      62.6                        62.2            62.2             62.2         62.2
                                                                                                                                             ====                  ====                      ====                        ====            ====             ====         ====

    Calculation of Adjusted EBITDA:

    Income from continuing operations                                                                                                                $148.2                                                $96.4

    Income tax expense from continuing operations                                                                                            85.2                                           57.2

    Loss from discontinued operations, net of tax                                                                                               -                                           (3.1)

    Income tax expense from discontinued operations                                                                                             -                                            0.9

    Interest expense                                                                                                                         16.8                                           16.6

    Depreciation                                                                                                                             13.6                                           14.2

    Amortization (including Roundup)                                                                                                          2.7                                            2.4

    Impairment, restructuring and other                                                                                                         -                                              -

    Product registration and recall matters                                                                                                     -                                            0.2

    Mark-to-market adjustments on derivatives                                                                                               (0.1)                                            0.2

    Adjusted EBITDA                                                                                                                                  $266.4                                               $185.0
                                                                                                                                                     ======                                               ======


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





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

                                                                                                                                             Nine Months Ended June 29,
                                                                                                                                                           2013                                     Nine Months Ended June 30, 2012
                                                                                                                                              ---------------------------                           -------------------------------

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

    Net sales                                                                                                                                        $2,373.5           $                -                 $2,373.5               $2,424.9     $       -        $       -         $2,424.9

    Cost of sales                                                                                                                           1,520.3                    -                    1,520.3                       1,568.2              -               -          1,568.2

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

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

    Gross profit                                                                                                                              851.6                  (1.6)                     853.2                       856.3            (0.4)              -          856.7

    % of sales                                                                                                                                 35.9%                                 35.9%                                35.3%                           35.3%

    Operating expenses:

    Selling, general and administrative                                                                                                       521.0                    -                      521.0                       557.0              -               -          557.0

    Impairment, restructuring and other                                                                                                         6.7                   6.7                         -                         7.1              -              7.1             -

    Product registration and recall matters                                                                                                       -                    -                         -                         7.4             7.4               -             -

    Other income, net                                                                                                                          (7.5)                   -                       (7.5)                      (3.5)              -               -          (3.5)
                                                                                                                                               ----                  ---                       ----                        ----            ---             ---           ----

    Income from operations                                                                                                                    331.4                  (8.3)                     339.7                       288.3            (7.8)            (7.1)         303.2

    % of sales                                                                                                                                 14.0%                                 14.3%                                11.9%                           12.5%

    Interest expense                                                                                                                           47.9                    -                       47.9                        49.8              -               -           49.8
                                                                                                                                               ----                  ---                       ----                        ----            ---             ---           ----

    Income from continuing operations before income taxes                                                                                     283.5                  (8.3)                     291.8                       238.5            (7.8)            (7.1)         253.4

    Income tax expense from continuing operations                                                                                             103.7                  (2.6)                     106.3                        88.7            (0.6)            (2.7)          92.0
                                                                                                                                              -----                  ----                      -----                        ----            ----             ----           ----

    Income from continuing operations                                                                                                                  $179.8                        $(5.7)                  $185.5                 $149.8         $(7.2)           $(4.4)          $161.4
                                                                                                                                                       ======                        =====                   ======                 ======         =====            =====           ======

    Basic income per share from continuing operations                                                                                                   $2.91                       $(0.09)                   $3.00                  $2.45        $(0.12)          $(0.07)           $2.64
                                                                                                                                                        =====                       ======                    =====                  =====        ======           ======            =====

    Diluted income per share from continuing operations                                                                                                 $2.88                       $(0.09)                   $2.97                  $2.42        $(0.12)          $(0.07)           $2.61
                                                                                                                                                        =====                       ======                    =====                  =====        ======           ======            =====

    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                                                     62.5                  62.5                       62.5                        62.0            62.0             62.0           62.0
                                                                                                                                               ====                  ====                       ====                        ====            ====             ====           ====

    Calculation of Adjusted EBITDA:

    Income from continuing operations                                                                                                                  $179.8                                                $149.8

    Income tax expense from continuing operations                                                                                             103.7                                            88.7

    Income (loss) from discontinued operations, net of tax                                                                                      0.7                                            (3.2)

    Income tax expense from discontinued operations                                                                                             0.2                                             0.9

    Interest expense                                                                                                                           47.9                                            49.8

    Depreciation                                                                                                                               41.0                                            39.6

    Amortization (including Roundup)                                                                                                            8.1                                             7.3

    Impairment, restructuring and other                                                                                                           -                                             4.7

    Product registration and recall matters                                                                                                       -                                             0.2

    Mark-to-market adjustments on derivatives                                                                                                  (0.1)                                            0.2

    Adjusted EBITDA                                                                                                                                    $381.3                                                $338.0
                                                                                                                                                       ======                                                ======


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



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


    (2)     Diluted
            income per
            common
            share
            amounts
            are
            calculated
            by
            dividing
            income
            from
            continuing
            operations,
            income
            from
            discontinued
            operations
            and net 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
            from
            continuing
            operations
            and
            adjusted
            diluted
            income 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
            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
            June 29,
            2013) and
            an
            interest
            coverage
            ratio
            (minimum
            of 3.50
            for the
            twelve
            months
            ended June
            29, 2013).
            The
            Company
            was in
            compliance
            with the
            terms of
            all debt
            covenants
            at June
            29, 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