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ScottsMiracle-Gro Announces Full-Year Financial Results; Sales Improve 7% in Fourth Quarter Led by Consumer Purchases in the U.S.
 
    MARYSVILLE, Ohio, Oct. 31 /PRNewswire-FirstCall/ --

    - Company-wide sales increase 4% for the year, 7% in the quarter

    - Global Consumer sales increase 2% for the year; up 8% in the quarter

    - Global Professional sales increase 24% for the year; 20% in the quarter

    - Strong working capital management leads to free cash flow of $141
      million

    - Company outlines preliminary outlook for fiscal 2009

The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced that company-wide sales in fiscal 2008 increased 4 percent to a record $2.98 billion.

Adjusted net income for fiscal 2008 -- which excludes one-time charges primarily related to product recalls, registration issues and impairment -- was $134.1 million, or $2.05 per share, which was in line with the guidance the Company provided in May. On a reported basis, the Company had a net loss for the year of $10.9 million, or $0.17 per share, compared with net income of $113.4 million, or $1.69 per diluted share, in fiscal 2007.

The full-year results were bolstered by a strong fourth quarter, during which company-wide sales increased 7 percent, including 8 percent growth in the Global Consumer segment.

"We're satisfied with the full-year results we are reporting and encouraged by the positive sales momentum in the fourth quarter," said Jim Hagedorn, chairman and chief executive officer. "Consumer purchases of our products in the U.S. increased 4 percent in the fourth quarter due to double-digit growth throughout the Midwest and solid results in the Northeast and Mid-Atlantic. We continued to see particularly strong growth in our gardening business, especially in value-added growing media products.

"While our lawn fertilizer business declined on a full-year basis, we were encouraged that our largest and most important product, Scotts Turf Builder Plus 2, finished 2008 with 20 consecutive weeks of growth compared to last season. We also saw consistent growth throughout the year in our flagship Scotts Turf Builder fertilizer product."

The Company established earnings guidance of $2.00 per share on an adjusted basis for fiscal 2009 based on the assumption of nominal sales growth.

"While the economic climate is challenging, we are cautiously optimistic that we can meet our guidance of $2 per share and, perhaps, perform even better depending on the level of consumer engagement next spring," Hagedorn said. "In addition to an improving commodity outlook, we believe have strong consumer programs in place for next season and that our retail partners remain supportive of the category."

FOURTH QUARTER RESULTS

For the quarter, company-wide sales increased 7 percent to $544.2 million. The Global Consumer segment reported 8 percent growth to $328.9 million, due largely to a 4 percent improvement in consumer purchases in the U.S. Consumer purchases were especially strong in the Midwest, up 14 percent, and increased 5 percent in both the Northeast and Mid-Atlantic regions as well.

Global Professional sales improved 20 percent to $88.2 million due to higher demand of the Company's proprietary time-released fertilizer product and increased pricing to offset commodity costs. Scotts LawnService reported a 4 percent sales increase in the quarter to $89.7 million. Smith & Hawken sales decreased 17 percent to $37.6 million.

Gross margins, excluding the impact of product recalls, declined to 26.0 percent. The decline was due almost entirely to higher commodity costs, particularly related to higher urea and diesel prices. The Company also recorded a non-cash impairment charge of $13.5 million, principally related to a revised value for Smith & Hawken. The amount of these charges remains estimated until the evaluation is complete and the Company files its Form 10-K in late November.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was a loss of 9.3 million, compared with a gain of $22.2 million a year earlier. Excluding product recalls and registration issues, as well as impairment charges, the Company reported a net loss in the quarter of $17.5 million, or $0.27 per share, compared with a loss of $6.7 million, or $0.10 per share. On a reported basis, the Company recorded a loss in the quarter of $34.7 million, or $0.54 per share, compared with a loss of $40.3 million, or $0.63 per share, in 2007.

FULL YEAR RESULTS

On a company-wide basis, sales improved 4 percent to a record $2.98 billion. Sales for the Global Consumer business improved 2 percent for the year to $2.22 billion. This increase is in line with consumer purchases at retail in the U.S., which also improved 2 percent for the full year. Approximately 80 percent of Global Consumer sales are generated in the United States. Excluding the impact of foreign exchange rates, segment sales increased 1 percent.

Global Professional sales increased 24 percent to $348.8 million. Excluding the impact of foreign exchange rates, the segment improved 17 percent. Scotts LawnService, which is the Company's most economically sensitive segment, reported 7 percent growth to $247.4 million. Smith & Hawken sales decreased 14 percent to $158.6 million.

Gross margin rate, excluding the impact of product recalls, declined 190 basis points to 33.1 percent. Selling, general and administrative expenses (SG&A) increased 2 percent for the year to $717.6 million. The modest increase includes increased investments in both selling as well as research and development.

Adjusted EBITDA was $318.4 million compared with $382.6 million in 2007. Adjusted net income for the full year, was $134.1 million, or $2.05 per share, compared with $158.8 million, or $2.37 per share a year earlier. Net loss on a reported basis was $10.9 million, or $0.17 per share, compared with net income of $113.4 million, or $1.69 per diluted share in 2007. The adjusted results for 2008 exclude approximately $51 million related to costs associated with product recalls and registration issues. It also excludes non-cash impairment charges of $136.8 million. The adjusted results for 2007 exclude both the one-time costs of $18.3 million related to refinancing and impairment charges of $38.0 million.

Inventories increased just $10 million to $416 million despite lower than expected sales and sharply higher commodity prices. Overall, strong working capital management allowed ScottsMiracle-Gro to report free cash flow of $141 million for the year, slightly higher than the Company had projected.

"In a challenging environment we were able to deliver a solid result and I am particularly pleased with our focus on working capital and free cash flow," said Dave Evans, chief financial officer. "Both of these metrics will remain a key focus in 2009."

The Company will discuss its fourth quarter and full-year results during a Webcast and conference call at 8:30 a.m. Eastern Time today. This call will be available live on the Investor Relations section of the ScottsMiracle-Gro Web site, 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 Web site for at least 12 months.

About ScottsMiracle-Gro

With $3.0 billion in worldwide sales and more than 6,000 associates, 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, with products for professional horticulture as well. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts(R), Miracle-Gro(R) and Ortho(R) brands are market-leading in their categories, as is the consumer Roundup(R) brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. The Company also owns Smith & Hawken(R), a leading brand of garden-inspired products that includes pottery, watering equipment, gardening tools, outdoor furniture and live goods, and Morning Song(R), a leading brand in the wild bird food market. In Europe, the Company's brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R). For additional information, visit us at www.scotts.com.

Statement under the Private Securities Litigation Act of 1995: Certain of the statements contained in this press release, 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 in nature. Actual results could differ materially from the forward-looking information in this release, due to a variety of factors, including, but not limited to:

-- Adverse weather conditions could adversely affect our sales and financial results;

-- Our historical seasonality could impair our ability to pay obligations and operating expenses as they come due;

-- An inability to remain in compliance with current debt covenants could impact our projected interest expense or ability to obtain additional credit without significant costs and therefore could adversely affect our financial health;

-- Public perceptions regarding the safety of our products, particularly in light of our recently announced product recalls, could adversely affect us;

-- Costs associated with our previously announced product recalls and product registration issues and the corresponding governmental investigation, including recall costs, legal and advertising expenses, lost sales and potential governmental fines could adversely affect our financial results;

-- The loss of one or more of our top customers could adversely affect our financial results because of the concentration of our sales to a small number of retail customers;

-- The expiration of certain patents could substantially increase our competition in the United States;

-- Compliance with environmental and other public health regulations could increase our cost of doing business; and

-- Our significant international operations make us more susceptible to fluctuations in currency exchange rates and to the costs of international regulation.

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 SCOTTS MIRACLE-GRO COMPANY
              Results of Operations for the Three and Twelve Months
                 Ended September 30, 2008 and September 30, 2007
                       (in millions, except per share data)
                                   (Unaudited)
                       Note: See Accompanying Footnotes

                         Three Months Ended        Twelve Months Ended
                        Sept. 30, Sept. 30,   %    Sept. 30, Sept. 30,    %
                 Footnotes   2008    2007   Change     2008      2007   Change

    Net sales              $544.2  $508.9     7%   $2,981.8  $2,871.8     4%
    Cost of sales           403.0   350.8           1,999.9   1,867.3
    Cost of sales
     - product
     registrations/
     recalls                  4.4       -              27.2         -

    Gross profit            136.8   158.1   -13%      954.7   1,004.5    -5%
    % of sales              25.1%   31.1%             32.0%     35.0%

    Operating
     expenses:
      Selling, general
       and administrative   158.0   156.5     1%      717.6     700.9     2%
      Impairment and
       product
       registrations/
       recalls               19.4    38.0             149.5      38.0
      Other income, net      (0.8)   (4.5)            (10.4)    (11.5)

    Total operating
     expenses               176.6   190.0    -7%      856.7     727.4    18%

    Income (loss)
     from operations        (39.8)  (31.9)  -25%       98.0     277.1   -65%
    % of sales              -7.3%   -6.3%              3.3%      9.6%

    Costs related to
     refinancings               -       -                 -      18.3
    Interest expense         17.6    18.4              82.2      70.7

    Income (loss)
     before taxes           (57.4)  (50.3)  -14%       15.8     188.1   -92%

    Income tax
     expense (benefit)      (22.7)  (10.0)             26.7      74.7

    Net income (loss)       (34.7)  (40.3)   14%      (10.9)    113.4

    Basic income
     (loss) per
     share          (1)    $(0.54) $(0.63)   14%     $(0.17)    $1.74

    Diluted income
     (loss) per
     share          (2)    $(0.54) $(0.63)   14%     $(0.17)    $1.69

    Common shares
     used in basic
     income (loss)
     per share
     calculation             64.7    63.9     1%       64.5      65.2    -1%

    Common shares
     and potential
     common shares
     used in diluted
     income (loss) per
     share calculation       64.7    63.9     1%       65.4      67.0    -2%


    Results of operations
     excluding restructuring,
     refinancing charges,
     loss on impairment and
     other charges:

    Adjusted net
     income (loss)  (4)    $(17.5)  $(6.7)           $134.1    $158.8   -16%

    Adjusted diluted
     income (loss)
     per share      (2)(4) $(0.27) $(0.10)            $2.05     $2.37   -13%

    Adjusted EBITDA (3)(4)  $(9.3)  $22.2            $318.4    $382.6   -17%

    Pro forma results as
     if the recapitalization
     transactions and
     related debt
     restructuring occurred
     as of the beginning
     of each fiscal year

    Pro forma
     adjusted net
     income         (4)(5)                           $134.1    $143.5    -7%

    Pro forma adjusted
     diluted income
     per share      (4)(5)                            $2.05     $2.19    -6%



                          THE SCOTTS MIRACLE-GRO COMPANY
                  Net Sales by Segment - Three and Twelve Months
                 Ended September 30, 2008 and September 30, 2007
                                  (in millions)
                                   (unaudited)

                                       Three Months Ended
                                  September 30,   September 30,
                                       2008            2007       % Change

    Global Consumer                  $328.9          $303.9            8%

    Global Professional                88.2            73.4           20%

    Scotts LawnService(R)              89.7            86.4            4%

    Corporate & Other                  37.4            45.2          -17%

    Consolidated                     $544.2          $508.9            7%


                                       Twelve Months Ended
                                  September 30,   September 30,
                                       2008            2007       % Change

    Global Consumer                $2,227.8        $2,176.2            2%

    Global Professional               348.8           281.9           24%

    Scotts LawnService(R)             247.4           230.5            7%

    Corporate & Other                 157.8           183.2          -14%

    Consolidated                   $2,981.8        $2,871.8            4%



                          THE SCOTTS MIRACLE-GRO COMPANY
                           Consolidated Balance Sheets
                           September 30, 2008 and 2007
                                   (Unaudited)
                                  (in millions)

                                             September 30,      September 30,
                                                   2008               2007

    ASSETS
      Current assets
        Cash and cash equivalents                 $84.7              $67.9
        Accounts receivable, net                  406.4              397.8
        Inventories, net                          415.9              405.9
        Prepaids and other current assets         148.2              127.7

          Total current assets                  1,055.2              999.3

      Property, plant and equipment, net          344.1              365.9
      Goodwill, net                               377.7              462.9
      Other intangible assets, net                367.2              418.8
      Other assets                                 22.4               30.3

          Total assets                        $ 2,166.6           $2,277.2

    LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities
        Current portion of debt                  $150.0              $86.4
        Accounts payable                          207.6              202.5
        Other current liabilities                 320.5              297.7

          Total current liabilities               678.1              586.6

      Long-term debt                              849.5            1,031.4
      Other liabilities                           202.3              179.9

          Total liabilities                     1,729.9            1,797.9

      Shareholders' equity                        436.7              479.3

          Total liabilities and
           shareholders' equity               $ 2,166.6           $2,277.2



                        THE SCOTTS MIRACLE-GRO COMPANY
          Reconciliation of Non-GAAP Disclosure Items for the Three
            Months Ended September 30, 2008 and September 30, 2007
          Note:  See Notes 3, 4 and 5 to the Accompanying Footnotes

                        Three Months Ended             Three Months Ended
                        September 30, 2008             September 30, 2007

                           Product
                           Regi-
                    As     stration/ Impair-           As     Impair-
                 Reported  Recalls   ment  Adjusted Reported  ment   Adjusted

    Net sales     $544.2    $1.9     $ -   $542.3   $508.9      $-   $508.9
    Cost of sales  403.0     1.7       -    401.3    350.8       -    350.8
    Cost of sales
     - product
     registrations/
    recalls          4.4     4.4       -        -        -       -        -

    Gross profit   136.8    (4.2)      -    141.0    158.1       -    158.1
    % of sales     25.1%                    26.0%    31.1%            31.1%

    Operating
     expenses:
      Selling, general
       and admini-
       strative    158.0       -       -    158.0    156.5       -    156.5
      Impairment
       and product
       registrations/
       recalls      19.4     5.9    13.5        -     38.0    38.0        -
                       -       -
    Other income,
     net            (0.8)      -       -     (0.8)    (4.5)      -     (4.5)

    Total operating
     expenses      176.6     5.9    13.5    157.2    190.0    38.0    152.0
                       -   152.0

    Income (loss)
     from
     operations    (39.8)  (10.1)  (13.5)   (16.2)   (31.9)  (38.0)     6.1
    % of sales     -7.3%                    -3.0%    -6.3%             1.2%

    Costs related to
     refinancings      -       -       -        -        -       -        -

    Interest
     expense        17.6       -       -     17.6     18.4       -     18.4

    Loss before
     taxes         (57.4)  (10.1)  (13.5)   (33.8)   (50.3)  (38.0)   (12.3)

    Income tax
     benefit       (22.7)  (17.9)   11.5    (16.3)   (10.0)   (4.4)    (5.6)

    Net loss      $(34.7)   $7.8  $(25.0)  $(17.5)  $(40.3) $(33.6)   $(6.7)

    Basic loss
     per share    $(0.54)  $0.12  $(0.39)  $(0.27)  $(0.63) $(0.53)  $(0.10)

    Diluted loss
     per share    $(0.54)  $0.12  $(0.39)  $(0.27)  $(0.63) $(0.53)  $(0.10)

    Common shares
     used in basic
     loss per share
     calculation    64.7    64.7    64.7     64.7     63.9    63.9     63.9

    Common shares
     and potential
     common shares
     used in diluted
     loss per share
     calculation    64.7    64.7    64.7     64.7     63.9    63.9     63.9

      Net loss    $(34.7)                           $(40.3)
      Income tax
       expense     (22.7)                            (10.0)
      Interest
       expense      17.6                              18.4
      Depreciation  13.8                              12.1
      Amortization,
       including
       marketing
       fees          3.6                               4.0
      Impairment of
       assets       13.5                              38.0
      Product
       registrations/
       recalls,
       non-cash
       portion      (0.4)                                -

    Adjusted
     EBITDA        $(9.3)                            $22.2



                         THE SCOTTS MIRACLE-GRO COMPANY
           Reconciliation of Non-GAAP Disclosure Items for the Twelve
             Months Ended September 30, 2008 and September 30, 2007
           Note:  See Notes 3, 4 and 5 to the Accompanying Footnotes

                                        Twelve Months Ended September 30, 2008
                                                    Product
                                                    Registr-
                                             As     ations/   Impair-
                                          Reported  Recalls   ment   Adjusted

    Net sales                             $2,981.8  $(22.3)    $-    $3,004.1
    Cost of sales                          1,999.9   (11.1)     -     2,011.0
    Cost of sales - product
     registrations/recalls                    27.2    27.2      -         -

    Gross profit                             954.7   (38.4)     -       993.1
    % of sales                               32.0%                      33.1%

    Operating expenses:
      Selling, general and administrative    717.6     -        -       717.6
      Impairment and product
       registrations/recalls                 149.5    12.7    136.8       -
      Other income, net                      (10.4)    -        -       (10.4)

    Total operating expenses                 856.7    12.7    136.8     707.2

    Income from operations                    98.0   (51.1)  (136.8)    285.9
    % of sales                                3.3%                       9.5%


    Costs related to refinancings              -       -        -         -
    Interest expense                          82.2     -        -        82.2

    Income before taxes                       15.8   (51.1)  (136.8)    203.7

    Income tax expense                        26.7   (17.9)   (25.0)     69.6

    Net income (loss)                       $(10.9) $(33.2) $(111.8)   $134.1

    Basic income (loss) per share           $(0.17) $(0.51)  $(1.73)    $2.08

    Diluted income (loss) per share         $(0.17) $(0.51)  $(1.71)    $2.05

    Common shares used in basic income
     (loss) per share calculation             64.5    64.5     64.5      64.5

    Common shares and potential common
     shares used in diluted income
     (loss) per share calculation             65.4    65.4     65.4      65.4

       Net income (loss)                    $(10.9)
       Income tax expense                     26.7
       Interest expense                       82.2
       Costs related to refinancing            -
       Depreciation                           53.9
       Amortization, including marketing
        fees                                  16.4
       Impairment of assets                  136.8
       Product registrations/recalls,
        non-cash portion                      13.3

    Adjusted EBITDA                         $318.4

       Net income (loss)                    $(10.9)
       Depreciation                           53.9
       Amortization, including marketing
        fees                                  16.4
       Impairment of assets                  136.8
       Stock-based compensation               12.5
       Costs related to refinancing            -
       Changes in working capital and
        other                                 (7.8)
       Investment in property, plant and
        equipment                            (56.1)
       Investment in intellectual
        property                              (4.1)

    Free cash flow                          $140.7



                                 Twelve Months Ended September 30, 2007

                                  Costs                      Pro
                                  related                    Forma
                            As    to re-     Impair-         Adjust- Pro Forma
                         Reported financings ment  Adjusted  ments   Adjusted

    Net sales            $2,871.8    $-      $-    $2,871.8    $-    $2,871.8
    Cost of sales         1,867.3     -       -    $1,867.3     -     1,867.3
    Cost of sales -
     product
     registrations/
     recalls                    -     -       -         -       -         -

    Gross profit          1,004.5     -       -     1,004.5     -     1,004.5
    % of sales              35.0%                     35.0%             35.0%

    Operating expenses:
      Selling, general and
       administrative       700.9     -       -       700.9     -       700.9
      Impairment and
       product
       registrations/
       recalls               38.0     -      38.0       -       -         -
    Other income, net       (11.5)    -       -       (11.5)    -       (11.5)

    Total operating
     expenses               727.4     -      38.0     689.4     -       689.4

    Income from
     operations             277.1     -     (38.0)    315.1     -       315.1
    % of sales               9.6%                     11.0%             11.0%


    Costs related to
     refinancings            18.3    18.3     -         -       -         -
    Interest expense         70.7     -       -        70.7    23.6      94.3

    Income before taxes     188.1   (18.3)  (38.0)    244.4   (23.6)    220.8

    Income tax expense       74.7    (6.5)   (4.4)     85.6    (8.3)     77.3

    Net income (loss)      $113.4  $(11.8) $(33.6)   $158.8  $(15.3)   $143.5

    Basic income (loss)
     per share              $1.74  $(0.18) $(0.52)    $2.44  $(0.18)    $2.26

    Diluted income
     (loss) per share       $1.69  $(0.18) $(0.50)    $2.37  $(0.18)    $2.19

    Common shares used
     in basic income
     (loss) per share
     calculation             65.2    65.2    65.2      65.2              63.4

    Common shares and
     potential common
     shares used in
     diluted income (loss)
     per share calculation   67.0    67.0    67.0      67.0              65.4



       Net income (loss)   $113.4
       Income tax expense    74.7
       Interest expense      70.7
       Costs related to
        refinancing          18.3
       Depreciation          51.4
       Amortization,
        including
        marketing fees       16.1
       Impairment of assets  38.0
       Product
        registrations/
        recalls, non-cash
        portion               -

    Adjusted EBITDA        $382.6



       Net income (loss)   $113.4
       Depreciation          51.4
       Amortization,
        including
        marketing fees       16.1
       Impairment of
        assets               38.0
       Stock-based
        compensation         13.3
       Costs related to
        refinancing          18.3
       Changes in
        working capital
        and other            (3.9)
       Investment in
        property, plant
        and equipment       (54.0)
       Investment in
        intellectual
        property              -

    Free cash flow         $192.6



                        THE SCOTTS MIRACLE-GRO COMPANY
                 Footnotes to Preceding Financial Statements
                     (in millions, except per share data)

    Results of Operations

(1) Basic income (loss) per common share is calculated by dividing net income (loss) by average common shares outstanding during the period.

(2) Diluted income (loss) per share is calculated by dividing net income (loss) by the average common shares and dilutive potential common shares (common stock options, stock appreciation rights, and restricted stock) outstanding during the period. If there is a loss for any period, diluted shares are equal to basic shares as dilutive potential common shares are anti-dilutive.

(3) "Adjusted EBITDA" is defined as net income (loss) before interest, taxes, depreciation and amortization as well as certain other items such as the impact of discontinued operations, the cumulative effect of changes in accounting, costs associated with debt refinancing and other non-recurring, non-cash items effecting net income (loss). Adjusted EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be used as an alternative to net income (loss) as an indicator of operating performance or to cash flow as a measure of liquidity.

(4) The Reconciliation of non-GAAP Disclosure Items includes the following non-GAAP financial measures:

Adjusted net income and adjusted diluted income per share - These measures exclude charges or credits relating to refinancings, impairments, restructurings, product registration and recall matters, and other unusual items such as costs or gains relate to discrete projects or transactions that are apart from and not indicative of the results of the operations of the business.

Pro forma adjusted net income and pro forma adjusted diluted income per share - These measures include interest expense and diluted shares which have been computed as if the recapitalization transactions were completed as described in Note 5 below.

Adjusted EBITDA - The presentation of adjusted EBITDA is provided as a convenience to the Company's lenders because adjusted EBITDA is a component of certain debt covenants.

Free cash flow - This annual measure is often used by analysts and creditors as a measure of a company's ability to service debt, reinvest in the business beyond normal capital expenditures, and return cash to shareholders. Free cash flow is equivalent to cash provided by operating activities as defined by generally accepted accounting principles less capital expenditures.

The Company believes that the disclosure of these non-GAAP financial measures provides useful information to investors or other users of the financial statements, such as lenders.

(5) During the second quarter of fiscal 2007, Scotts Miracle-Gro completed a significant recapitalization plan. The objective of this plan, announced on December 12, 2006, was to return $750 million to the Company's shareholders. This was accomplished via a share repurchase that totaled $245.5 million, or 4.5 million shares, which was completed via a modified Dutch auction tender offer on February 14, 2007, and a special one-time cash dividend of $8.00 per share, totaling $508.0 million, which was paid on March 5, 2007 to shareholders of record as of February 26, 2007.

In order to fund these transactions, the Company entered into new credit facilities aggregating to $2.15 billion. As part of this debt restructuring, the Company launched a successful tender offer for all of its $200 million 6 5/8% senior subordinated notes, which were retired in the second quarter of fiscal 2007.

Subsequent to the completion of this recapitalization, the Company's interest expense has been and will be significantly higher as a result of the borrowings incurred to fund the cash returned to shareholders and related expenses. The following pro forma incremental interest expense has been determined as if the Company had completed these recapitalization transactions as of October 1, 2006 for fiscal 2007. Borrowing rates in effect as of March 30, 2007 were used to compute this pro forma interest expense. As the recapitalization involved a share repurchase, pro forma diluted shares are also provided.


                                                            Fiscal 2007
                                                         Q1             Q2
    Incremental interest on
     recapitalization borrowings                       $13.1           $8.7
    New credit facility interest
     rate differential                                   1.0            0.5
    Incremental amortization of
     new credit facility fees                            0.2            0.1

      Pro forma incremental interest
       from recapitalization                           $14.3           $9.3

      Year-to-date incremental interest                               $23.6



SOURCE The Scotts Miracle-Gro Company