ScottsMiracle-Gro Reports Third Quarter Results; Quarterly Dividend Increased by 35% to $0.4375 per Share

ScottsMiracle-Gro Reports Third Quarter Results; Quarterly Dividend Increased
                         by 35% to $0.4375 per Share

-- U.S. consumer purchases increased 15 percent in the third quarter

-- Net sales increased 9 percent in the third quarter

-- Third quarter adjusted gross margin expanded 360 basis points to 38.6
percent

-- Third quarter adjusted earnings per share increased 52 percent to $2.46

-- Full-year adjusted earnings trending toward mid-point of guidance range

PR Newswire

MARYSVILLE, Ohio, Aug. 6, 2013

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:

  oCompliance 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;
  oIncreases in the prices of raw materials and fuel costs could adversely
    affect the Company's results of operations;
  oThe highly competitive nature of the Company's markets could adversely
    affect its ability to maintain or grow revenues;
  oBecause 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;
  oAdverse weather conditions could adversely impact financial results;
  oThe Company's international operations make the Company susceptible to
    fluctuations in currency exchange rates and to other costs and risks
    associated with international regulation;
  oThe Company may not be able to adequately protect its intellectual
    property and other proprietary rights that are material to the Company's
    business;
  oThe Company depends on key personnel and may not be able to retain those
    employees or recruit additional qualified personnel;
  oIf 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;
  oHagedorn Partnership, L.P. beneficially owns approximately 30% of the
    Company's common shares and can significantly influence decisions that
    require the approval of shareholders;
  oThe 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  June29,     June30,     %       June29,     June30,     %
                           2013         2012         Change  2013         2012         Change
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,              1.5          —                    1.6          —
restructuring
and other
Cost of sales
- product
registration               —            0.2                  —            0.4
and recall
matters
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                189.5        197.6        (4)%    521.0        557.0        (6)%
administrative
Impairment,
restructuring              7.0          (0.4)                6.7          7.1
and other
Product
registration               —            3.8                  —            7.4
and recall
matters
Other income,              (4.9)        (2.2)                (7.5)        (3.5)
net
Income from                250.2        170.2        47   %  331.4        288.3        15   %
operations
% of sales                 21.8      %  16.1      %          14.0      %  11.9      %
Interest                   16.8         16.6                 47.9         49.8
expense
Income from
continuing
operations                 233.4        153.6        52   %  283.5        238.5        19   %
before income
taxes
Income tax
expense from               85.2         57.2                 103.7        88.7
continuing
operations
Income from
continuing                 148.2        96.4         54   %  179.8        149.8        20   %
operations
Income (loss)
from
discontinued    (3)        —            (3.1)                0.7          (3.2)
operations,
net of tax
Net Income                 $ 148.2      $ 93.3               $ 180.5      $ 146.6
Basic income
per common      (1)
share:
Income from
continuing                 $ 2.40       $ 1.58       52   %  $ 2.91       $ 2.45       19   %
operations
Income (loss)
from                       —            (0.05)               0.01         (0.05)
discontinued
operations
Net Income                 $ 2.40       $ 1.53               $ 2.92       $ 2.40
Diluted income
per common      (2)
share:
 Income
from                       $ 2.37       $ 1.55       53   %  $ 2.88       $ 2.42       19   %
continuing
operations
 Income
(loss) from                —            (0.05)               0.01         (0.05)
discontinued
operations
Net income                 $ 2.37       $ 1.50               $ 2.89       $ 2.37
Common shares
used in basic
income per                 61.7         61.1         1    %  61.7         61.0         1    %
share
calculation
Common shares
and potential
common shares
used in                    62.6         62.2         1    %  62.5         62.0         1    %
diluted income
per share
calculation
Non-GAAP
results from
continuing
operations:
Adjusted
income from     (4)        $ 153.9      $ 100.8      53   %  $ 185.5      $ 161.4      15   %
continuing
operations
Adjusted
diluted income
per share from  (2) (4)    $ 2.46       $ 1.62       52   %  $ 2.97       $ 2.61       14   %
continuing
operations
Adjusted        (3) (4)    $ 266.4      $ 185.0      44   %  $ 381.3      $ 338.0      13   %
EBITDA
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
               June29,    June30,    %       June29,    June30,    %
               2013        2012        Change  2013        2012        Change
Net Sales:
Global         $ 1,052.2   $ 960.7     10  %   $ 2,180.0   $ 2,229.4   (2)%
Consumer
Scotts         89.9        87.8        2   %   167.6       161.3       4     %
LawnService®
Segment total  1,142.1     1,048.5     9   %   2,347.6     2,390.7     (2)%
Corporate &    6.0         6.4                 25.9        34.2
Other
Consolidated   $ 1,148.1   $ 1,054.9   9   %   $ 2,373.5   $ 2,424.9   (2)%
Income from
Continuing
Operations
before Income
Taxes:
Global         $ 261.7     $ 171.7     52  %   $ 413.1     $ 377.4     9     %
Consumer
Scotts         22.3        22.4        —   %   4.4         4.9         (10)%
LawnService®
Segment total  284.0       194.1               417.5       382.3
Corporate &    (22.8)      (18.1)              (70.3)      (72.4)
Other
Intangible
asset          (2.5)       (2.2)               (7.5)       (6.7)
amortization
Product
registration   —           (4.0)               —           (7.8)
and recall
matters
Impairment,
restructuring  (8.5)       0.4                 (8.3)       (7.1)
and other
Interest       (16.8)      (16.6)              (47.9)      (49.8)
expense
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'    $  2,362.3   $  2,384.1   $  2,074.4
equity

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
                                                                  Product
               As          Impairment,                            Registration Impairment,
                           Restructuring Adjusted     As Reported and          Restructuring Adjusted
               Reported   and Other                              Recall       and Other
                                                                  Matters
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,  1.5         1.5           —            —           —            —             —
restructuring
and other
Cost of sales
- product
registration   —           —             —            0.2         0.2          —             —
and recall
matters
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    189.5       —             189.5        197.6       —            —             197.6
administrative
Impairment,
restructuring  7.0         7.0           —            (0.4)       —            (0.4)         —
and other
Product
registration   —           —             —            3.8         3.8          —             —
and recall
matters
Other income,  (4.9)       —             (4.9)        (2.2)       —            —             (2.2)
net
Income from    250.2       (8.5)         258.7        170.2       (4.0)        0.4           173.8
operations
% of sales     21.8      %               22.5      %  16.1      %                            16.5      %
Interest       16.8        —             16.8         16.6        —            —             16.6
expense
Income from
continuing
operations     233.4       (8.5)         241.9        153.6       (4.0)        0.4           157.2
before income
taxes
Income tax
expense from   85.2        (2.8)         88.0         57.2        0.1          0.7           56.4
continuing
operations
Income from
continuing     $ 148.2     $   (5.7)     $ 153.9      $ 96.4      $  (4.1)     $   (0.3)     $ 100.8
operations
Basic income
per share from $ 2.40      $   (0.09)    $ 2.49       $ 1.58      $  (0.07)    $   —         $ 1.65
continuing
operations
Diluted income
per share from $ 2.37      $   (0.09)    $ 2.46       $ 1.55      $  (0.07)    $   —         $ 1.62
continuing
operations
Common shares
used in basic
income per     61.7        61.7          61.7         61.1        61.1         61.1          61.1
share
calculation
Common shares
and potential
common shares
used in        62.6        62.6          62.6         62.2        62.2         62.2          62.2
diluted income
per share
calculation
Calculation of
Adjusted
EBITDA:
Income from
continuing     $ 148.2                                $ 96.4
operations
Income tax
expense from   85.2                                   57.2
continuing
operations
Loss from
discontinued   —                                      (3.1)
operations,
net of tax
Income tax
expense from   —                                      0.9
discontinued
operations
Interest       16.8                                   16.6
expense
Depreciation   13.6                                   14.2
Amortization
(including     2.7                                    2.4
Roundup)
Impairment,
restructuring  —                                      —
and other
Product
registration   —                                      0.2
and recall
matters
Mark-to-market
adjustments on (0.1)                                  0.2
derivatives
Adjusted       $ 266.4                                $ 185.0
EBITDA
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
                                                                  Product
                           Impairment,                            Registration Impairment,
               As Reported Restructuring Adjusted     As Reported and          Restructuring Adjusted
                           and Other                              Recall       and Other
                                                                  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,  1.6         1.6           —            —           —            —             —
restructuring
and other
Cost of sales
- product
registration   —           —             —            0.4         0.4          —             —
and recall
matters
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    521.0       —             521.0        557.0       —            —             557.0
administrative
Impairment,
restructuring  6.7         6.7           —            7.1         —            7.1           —
and other
Product
registration   —           —             —            7.4         7.4          —             —
and recall
matters
Other income,  (7.5)       —             (7.5)        (3.5)       —            —             (3.5)
net
Income from    331.4       (8.3)         339.7        288.3       (7.8)        (7.1)         303.2
operations
% of sales     14.0      %               14.3      %  11.9      %                            12.5      %
Interest       47.9        —             47.9         49.8        —            —             49.8
expense
Income from
continuing
operations     283.5       (8.3)         291.8        238.5       (7.8)        (7.1)         253.4
before income
taxes
Income tax
expense from   103.7       (2.6)         106.3        88.7        (0.6)        (2.7)         92.0
continuing
operations
Income from
continuing     $ 179.8     $   (5.7)     $ 185.5      $ 149.8     $  (7.2)     $   (4.4)     $ 161.4
operations
Basic income
per share from $ 2.91      $   (0.09)    $ 3.00       $ 2.45      $  (0.12)    $   (0.07)    $ 2.64
continuing
operations
Diluted income
per share from $ 2.88      $   (0.09)    $ 2.97       $ 2.42      $  (0.12)    $   (0.07)    $ 2.61
continuing
operations
Common shares
used in basic
income per     61.7        61.7          61.7         61.0        61.0         61.0          61.0
share
calculation
Common shares
and potential
common shares
used in        62.5        62.5          62.5         62.0        62.0         62.0          62.0
diluted income
per share
calculation
Calculation of
Adjusted
EBITDA:
Income from
continuing     $ 179.8                                $ 149.8
operations
Income tax
expense from   103.7                                  88.7
continuing
operations
Income (loss)
from
discontinued   0.7                                    (3.2)
operations,
net of tax
Income tax
expense from   0.2                                    0.9
discontinued
operations
Interest       47.9                                   49.8
expense
Depreciation   41.0                                   39.6
Amortization
(including     8.1                                    7.3
Roundup)
Impairment,
restructuring  —                                      4.7
and other
Product
registration   —                                      0.2
and recall
matters
Mark-to-market
adjustments on (0.1)                                  0.2
derivatives
Adjusted       $ 381.3                                $ 338.0
EBITDA
Note: See accompanying
footnotes at the end of
the release.

    Basic income per common share amounts are calculated by dividing income
(1) from continuing operations, income from discontinued operations and net
    income by the weighted average number of common shares outstanding during
    the period.
    Diluted income per common share amounts are calculated by dividing income
    from continuing operations, income from discontinued operations and net by
(2) 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.
    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
(3) 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.
    The Reconciliation of Non-GAAP Disclosure Items includes the following
    non-GAAP financial measures:

    Adjusted income from continuing operations and adjusted diluted income per
(4) 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

Website: http://www.scotts.com
Contact: Jim King, Senior Vice President, Chief Communications Officer, (937)
578-5622