ScottsMiracle-Gro Reports Fourth-Quarter and Full-Year 2013 Results; Full-Year Adjusted Earnings Increase 39% to $2.79 per

ScottsMiracle-Gro Reports Fourth-Quarter and Full-Year 2013 Results; Full-Year
              Adjusted Earnings Increase 39% to $2.79 per Share

-- Q4 sales increased 10% to $443 million; Full-year sales of $2.8 billion in
line with 2012

-- U.S. consumer purchases at largest retailers up 6% in Q4; full-year in line
with fiscal 2012

-- Adjusted gross margin rate improved 350 basis points in Q4; 100 basis
points for fiscal 2013

-- Full-year adjusted EBITDA increased 29% to $391 million

-- Operating cash flow of $342 million driven by better-than-expected
inventory management

-- Company expects adjusted earnings per share improvement of 10% to 15% in
fiscal 2014

PR Newswire

MARYSVILLE, Ohio, Nov. 7, 2013

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

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

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

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

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

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

Fourth-Quarter Details

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

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

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

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

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

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

Full-Year Details

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

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

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

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

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

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

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

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

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

Company to Hold Its Analyst Day Meeting on Dec. 13

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

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

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

About ScottsMiracle-Gro

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

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release, other than statements of
historical fact, which address activities, events and developments that the
Company expects or anticipates will or may occur in the future, including, but
not limited to, information regarding the future economic performance and
financial condition of the Company, the plans and objectives of the Company's
management, and the Company's assumptions regarding such performance and plans
are "forward-looking statements" within the meaning of the U.S. federal
securities laws that are subject to risks and uncertainties. These
forward-looking statements generally can be identified as statements that
include phrases such as "guidance," "outlook," "projected," "believe,"
"target," "predict," "estimate," "forecast," "strategy," "may," "goal,"
"expect," "anticipate," "intend," "plan," "foresee," "likely," "will,"
"should" or other similar words or phrases. Actual results could differ
materially from the forward-looking information in this release due to a
variety of factors, including, but not limited to:

  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 Statements of Operations
(In millions, except per common share data)
(Unaudited)
                            Three Months Ended            Twelve Months Ended
                            September  September          September  September
                  Footnotes 30,        30,        %       30,        30,        %
                                                  Change                        Change
                            2013       2012               2013       2012
                            $      $              $      $    
Net sales                               10 %                    - %
                            443.0      401.2              2,816.5   2,826.1
Cost of sales               311.6      296.2              1,831.9    1,864.4
Cost of
sales—impairment,           0.6        —                  2.2        —
restructuring and
other
Cost of
sales—product               —          —                  —          0.4
registration and
recall matters
Gross profit                130.8      105.0      25 %    982.4      961.3      2 %
% of sales                  29.5 %     26.2 %             34.9 %     34.0 %
Operating
expenses:
Selling, general
and                         140.1      148.7      (6)%    661.1      705.7      (6)%
administrative
Impairment,
restructuring and           11.4       —                  18.1       7.1
other
Product
registration and            —          0.4                —          7.8
recall matters
Other (income)              (2.5)      0.6                (10.0)     (2.9)
loss, net
Income (loss)               (18.2)     (44.7)     59 %    313.2      243.6      29 %
from operations
% of sales                  (4.1)%     (11.1)%            11.1 %     8.6 %
Interest expense            11.3       12.0               59.2       61.8
Income (loss)
from continuing             (29.5)     (56.7)     48 %    254        181.8      40 %
operations before
income taxes
Income tax
expense (benefit)           (10.9)     (20.1)             92.8       68.6
from continuing
operations
Income (loss)
from continuing             (18.6)     (36.6)     49 %    161.2      113.2      42 %
operations
Loss from
discontinued      (3)       (0.8)      (3.5)              (0.1)      (6.7)
operations, net
of tax
                            $      $              $      $    
Net income (loss)                                         
                            (19.4)    (40.1)            161.1      106.5
Basic income
(loss) per common (1)
share:
Income (loss)               $      $              $      $    
from continuing                         50 %                40 %
operations                  (0.30)    (0.60)             2.61      1.86
 Loss from
discontinued                (0.01)     (0.06)             —          (0.11)
operations
                            $      $              $      $    
Net income (loss)                                         
                            (0.31)    (0.66)             2.61      1.75
Diluted income
(loss) per common (2)
share:
Income (loss)               $      $              $      $    
from continuing                         50 %                42 %
operations                  (0.30)    (0.60)             2.58      1.82
Loss from
discontinued                (0.01)     (0.06)             (0.01)     (0.11)
operations
                            $      $              $      $    
Net income (loss)                                         
                            (0.31)    (0.66)             2.57      1.71
Common shares
used in basic               62.0       61.2       1 %     61.7       61.0       1 %
income (loss) per
share calculation
Common shares and
potential common
shares used in              62.0       61.2       1 %     62.6       62.1       1 %
diluted income
(loss) per share
calculation
Non-GAAP results
from continuing
operations:
Adjusted income             $      $              $      $    
(loss) from       (4)                   70 %                40 %
continuing                  (11.1)    (36.4)            174.4      124.9
operations
Adjusted diluted
income (loss) per           $      $              $      $    
share from        (2) (4)               69 %                39 %
continuing                  (0.18)    (0.59)             2.79      2.01
operations
                            $      $              $      $    
Adjusted EBITDA   (3) (4)               128 %               29 %
                              9.6    (34.9)            390.5      302.9
Note: See
accompanying
footnotes on page
9



THE SCOTTS MIRACLE-GRO COMPANY
Net Sales and Income (Loss) from Continuing Operations before Income Taxes by
Segment
(In millions)
(Unaudited)
The Company is divided into the following reportable segments: Global Consumer
and Scotts LawnService®. 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.
                Three Months Ended                 Twelve Months Ended
                September    September             September  September
                30,          30,          %        30,        30,       %
                                          Change                        Change
                2013         2012                  2013       2012
Net Sales:
Global Consumer $        $         12 %     $       $       - %
                347.5        309.8                2,527.5    2,539.2
Scotts          90.2         84.5         7 %      257.8      245.8     5 %
LawnService®
Segment total   437.7        394.3        11 %     2,785.3    2,785.0   - %
Corporate &     5.3          6.9                   31.2       41.1
Other
Consolidated    $         $         10 %     $       $       - %
                443.0       401.2                2,816.5    2,826.1
Income (loss)
from Continuing

Operations
before Income
Taxes:
Global Consumer $        $         83 %     $      $     20 %
                 (6.7)      (39.1)               406.4     338.3
Scotts          24.3         22.1         10 %     28.7       27.0      6 %
LawnService®
Segment total   17.6         (17.0)                435.1      365.3
Corporate &     (20.9)       (23.9)                (91.2)     (96.3)
Other
Intangible
asset           (2.9)        (3.4)                 (10.4)     (10.1)
amortization
Product
registration    —            (0.4)                 —          (8.2)
and recall
matters
Impairment,
restructuring   (12.0)       —                     (20.3)     (7.1)
and other
Interest        (11.3)       (12.0)                (59.2)     (61.8)
expense
Consolidated    $         $         48 %     $      $      40 %
                (29.5)      (56.7)               254.0     181.8



THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Balance Sheets
(In millions)
                                 September 30,           September 30,
                                 2013                    2012
ASSETS
Current assets:
Cash and cash equivalents        $            $          
                                  129.8                 131.9
Accounts receivable, net         313.3                   330.9
Inventories                      324.9                   414.9
Prepaid and other current assets 113.0                   122.3
Total current assets             881.0                   1,000.0
Property, plant and equipment,   422.3                   427.4
net
Goodwill                         315.1                   309.4
Intangible assets, net           284.4                   307.1
Other assets                     34.4                    30.5
Total assets                     $             $         
                                 1,937.2                2,074.4
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Current portion of debt          $            $          
                                   92.4                  1.5
Accounts payable                 137.7                   152.3
Other current liabilities        279.7                   279.8
Total current liabilities        509.8                   433.6
Long-term debt                   478.1                   781.1
Other liabilities                238.8                   257.8
Total liabilities                1,226.7                 1,472.5
Shareholders' equity:            710.5                   601.9
Total liabilities and            $             $         
shareholders' equity             1,937.2                2,074.4

THE SCOTTS MIRACLE-GRO COMPANY
Reconciliation of Non-GAAP Disclosure Items (4)
(In millions, except per common share data)
(Unaudited)
               Three Months Ended September     Three Months Ended September
               30, 2013                         30, 2012
                                                         Product
                        Impairment,
               As       Restructuring Adjusted  As       Registration Adjusted
               Reported                         Reported and
                        and Other                        Recall
                                                         Matters
               $     $       $      $     $       $   
Net sales              -                           -     401.2
               443.0                 443.0     401.2
Cost of sales  311.6    -             311.6     296.2    -            296.2
Cost of sales
- impairment,  0.6      0.6
restructuring
and other
Cost of sales
- product
registration   -        -             -         -        -            -
and recall
matters
Gross profit   130.8    (0.6)         131.4     105.0    -            105.0
% of sales     29.5 %                 29.7 %    26.2 %                26.2 %
Operating
expenses:
Selling,
general and    140.1    -             140.1     148.7    -            148.7
administrative
Impairment,
restructuring  11.4     11.4          -         -        -            -
and other
Product
registration   -        -             -         0.4      0.4          -
and recall
matters
Other (income) (2.5)    -             (2.5)     0.6      -            0.6
loss, net
Loss from      (18.2)   (12.0)        (6.2)     (44.7)   (0.4)        (44.3)
operations
% of sales     (4.1)%                 (1.4)%    (11.1)%               (11.0)%
Interest       11.3     -             11.3      12.0     -            12.0
expense
Loss from
continuing
operations     (29.5)   (12.0)        (17.5)    (56.7)   (0.4)        (56.3)
before income
taxes
Income tax
benefit from   (10.9)   (4.5)         (6.4)     (20.1)   (0.2)        (19.9)
continuing
operations
Loss from      $     $       $      $     $       $   
continuing           (7.5)                        (0.2)     
operations     (18.6)                (11.1)    (36.6)               (36.4)
Basic loss per $                   $      $                  $   
share from           $                      $       
continuing     (0.30)  (0.12)        (0.18)    (0.60)  (0.01)      (0.59)
operations
Diluted loss   $                   $      $                  $   
per share from       $                      $       
continuing     (0.30)  (0.12)        (0.18)    (0.60)  (0.01)      (0.59)
operations
Common shares
used in basic
income per     62.0     62.0          62.0      61.2     61.2         61.2
share
calculation
Common shares
and potential
common shares
used in        62.0     62.0          62.0      61.2     61.2         61.2
diluted income
per share
calculation
Calculation of
Adjusted
EBITDA:
Loss from      $                             $   
continuing                                     
operations     (18.6)                          (36.6)
Income tax
benefit from   (10.9)                           (20.1)
continuing
operations
Loss from
discontinued   (0.8)                            (3.5)
operations,
net of tax
Income tax
benefit from   (0.3)                            (1.2)
discontinued
operations
Interest       11.3                             12.0
expense
Depreciation   13.9                             11.9
Amortization
(including     3.1                              3.6
Roundup)
Impairment,
restructuring  11.6                             -
and other
Mark-to-market
adjustments on 0.3                              (1.0)
derivatives
Adjusted       $                             $   
EBITDA                                        
                9.6                            (34.9)



THE SCOTTS MIRACLE-GRO COMPANY
Reconciliation of Non-GAAP Disclosure Items (4)
(In millions, except per common share data)
(Unaudited)
               Twelve Months Ended September    Twelve Months Ended September 30, 2012
               30, 2013
                                                         Product
               As       Impairment,             As       Registration Impairment,
               Reported Restructuring Adjusted  Reported and          Restructuring Adjusted
                        and Other                        Recall       and Other
                                                         Matters
               $     $       $      $     $       $       $   
Net sales                 -       2,816.5               -     -       2,826.1
               2,816.5                          2,826.1
Cost of sales  1,831.9  -             1,831.9   1,864.4  -            -             1,864.4
Cost of sales
- impairment,  2.2      2.2           -         -        -            -             -
restructuring
and other
Cost of sales
- product
registration   -        -             -         0.4      0.4          -             -
and recall
matters
Gross profit   982.4    (2.2)         984.6     961.3    (0.4)        -             961.7
% of sales     34.9 %                 35.0 %    34.0 %                              34.0 %
Operating
expenses:
Selling,
general and    661.1    -             661.1     705.7    -            -             705.7
administrative
Impairment,
restructuring  18.1     18.1          -         7.1      -            7.1           -
and other
Product
registration   -        -             -         7.8      7.8          -             -
and recall
matters
Other (income) (10.0)   -             (10.0)    (2.9)    -            -             (2.9)
loss, net
Income from    313.2    (20.3)        333.5     243.6    (8.2)        (7.1)         258.9
operations
% of sales     11.1 %                 11.8 %    8.6 %                               9.2 %
Interest       59.2     -             59.2      61.8     -            -             61.8
expense
Income from
continuing
operations     254.0    (20.3)        274.3     181.8    (8.2)        (7.1)         197.1
before income
taxes
Income tax
expense from   92.8     (7.1)         99.9      68.6     (0.8)        (2.8)         72.2
continuing
operations
Income from    $     $       $      $     $       $       $   
continuing            (13.2)                        (7.4)    (4.3)        
operations     161.2                 174.4     113.2                               124.9
Basic income   $                   $      $                                $   
per share from       $                   $       $         
continuing     2.61    (0.22)        2.83      1.86      (0.12)    (0.07)        2.05
operations
Diluted income $                   $      $                                $   
per share from       $                   $       $         
continuing     2.58    (0.21)        2.79      1.82      (0.12)    (0.07)        2.01
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        62.6     62.6          62.6      62.1     62.1         62.1          62.1
diluted income
per share
calculation
Calculation of
Adjusted
EBITDA:
Income from    $                             $   
continuing                                      
operations     161.2                           113.2
Income tax
expense from   92.8                             68.6
continuing
operations
Loss from
discontinued   (0.1)                            (5.0)
operations,
net of tax
Income tax
benefit from   (0.2)                            (2.0)
discontinued
operations
Interest       59.2                             61.8
expense
Depreciation   54.9                             51.5
Amortization
(including     11.2                             10.9
Roundup)
Impairment,
restructuring  11.2                             4.7
and other
charges
Product
registration   -                                0.2
and recall
matters
Mark-to-market
adjustments on 0.3                              (1.0)
derivatives
Adjusted       $                             $   
EBITDA          390.5                          
                                                302.9



THE SCOTTS MIRACLE-GRO COMPANY
Footnotes to Preceding Financial Statements
    Basic income (loss) per common share amounts are calculated by dividing
(1) income (loss) from continuing operations, income (loss) from discontinued
    operations and net income (loss) by the weighted average number of common
    shares outstanding during the period.
    Diluted income (loss) per common share amounts are calculated by dividing
    income (loss) from continuing operations, income (loss) from discontinued
    operations and net income (loss) by the weighted average number of common
(2) 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.
(4) The Reconciliation of Non-GAAP Disclosure Items includes the following
    non-GAAP financial measures:
    Adjusted income (loss) from continuing operations and adjusted diluted
    income (loss) per share from continuing operations - These measures
    exclude charges or credits relating to impairments, restructurings,
    product registration and recall matters, discontinued operations and other
    unusual items such as costs or gains related to discrete projects or
    transactions that are apart from, and not indicative of, the results of
    the operations of the business.
    Adjusted EBITDA - This measure is calculated as net income (loss) before
    interest, taxes, depreciation and amortization as well as certain other
    items such as the impact of the cumulative effect of changes in
    accounting, costs associated with debt refinancing and other
    non-recurring, non-cash items affecting net income. We believe this
    measure provides additional information for determining our ability to
    meet debt service requirements. The presentation of adjusted EBITDA herein
    is intended to be consistent with the calculation of that measure as
    required by our borrowing arrangements, and used to calculate a leverage
    ratio (maximum of 3.50 at September 30, 2013) and an interest coverage
    ratio (minimum of 3.50 for the twelve months ended September 30, 2013).
    The Company was in compliance with the terms of all debt covenants at
    September 30, 2013.
    The Company reports its financial results in accordance with U.S.
    generally accepted accounting principles (GAAP). However, management
    believes that certain non-GAAP financial measures used in managing the
    business may provide users of this financial information additional
    meaningful comparison between current results and results in prior
    operating periods. The Company believes that these non-GAAP financial
    measures are the most indicative of the Company's ongoing earnings
    capabilities and that disclosure of these non-GAAP financial measures
    therefore provides useful information to investors and other users of its
    financial statements, such as lenders. Non-GAAP financial measures should
    be viewed in addition to, and not as an alternative for, the Company's
    reported results prepared in accordance with GAAP.



SOURCE The Scotts Miracle-Gro Company

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