FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS The 6.000% Senior Notes were issued on October 13, 2015 and are guaranteed by certain of the Company’s domestic subsidiaries and, therefore, the Company reports condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. On January 15, 2014 and December 15, 2015, Scotts Miracle-Gro redeemed, respectively, all of its outstanding $200.0 million aggregate principal amount of 7.25% Senior Notes and $200.0 million aggregate principal amount of 6.625% Senior Notes, each of which were previously guaranteed by certain of its domestic subsidiaries. The guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10, except that a subsidiary’s guarantee will be released in certain customary circumstances, such as (1) upon any sale or other disposition of all or substantially all of the assets of the subsidiary (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the indenture governing the 6.00% Senior Notes; (2) if the subsidiary merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (3) if the subsidiary is designated an “unrestricted subsidiary” in accordance with the indenture governing the 6.000% Senior Notes or otherwise ceases to be a “restricted subsidiary” (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (4) upon legal or covenant defeasance; (5) at the election of Scotts Miracle-Gro following the subsidiary’s release as a guarantor under the new credit agreement, except a release by or as a result of the repayment of the new credit agreement; or (6) if the subsidiary ceases to be a “restricted subsidiary” and the subsidiary is not otherwise required to provide a guarantee of the 6.000% Senior Notes pursuant to the indenture governing the 6.000% Senior Notes. HGCI, Inc. and GenSource, Inc. were added as guarantors effective in the three month period ending January 2, 2016 and have been classified as Guarantors for all periods presented. HGCI, Inc. and GenSource, Inc. did not have any activity for the first quarter of 2015. The following 100% directly or indirectly owned subsidiaries fully and unconditionally guarantee at January 2, 2016 the 6.000% Senior Notes on a joint and several basis: EG Systems, Inc.; Gutwein & Co., Inc.; Hyponex Corporation; Miracle-Gro Lawn Products, Inc.; OMS Investments, Inc.; Rod McLellan Company; Sanford Scientific, Inc.; Scotts Temecula Operations, LLC; Scotts Manufacturing Company; Scotts Products Co.; Scotts Professional Products Co.; Scotts-Sierra Investments LLC; SMG Growing Media, Inc.; Swiss Farms Products, Inc.; SMGM LLC; SLS Franchise Systems LLC; The Scotts Company LLC; The Hawthorne Gardening Company; Hawthorne Hydroponics LLC; HGCI, Inc.; and GenSource, Inc. (collectively, the “Guarantors”). The following information presents Condensed Consolidating Statements of Operations for the three months ended January 2, 2016 and December 27, 2014 , Condensed Consolidating Statements of Comprehensive Income (Loss) for the three months ended January 2, 2016 and December 27, 2014 , Condensed Consolidating Statements of Cash Flows for the three months ended January 2, 2016 and December 27, 2014 , and Condensed Consolidating Balance Sheets as of January 2, 2016 , December 27, 2014 and September 30, 2015 . The condensed consolidating financial information presents, in separate columns, financial information for: Scotts Miracle-Gro on a Parent-only basis, carrying its investment in subsidiaries under the equity method; Guarantors on a combined basis, carrying their investments in subsidiaries which do not guarantee the debt (collectively, the “Non-Guarantors”) under the equity method; Non-Guarantors on a combined basis; and eliminating entries. The eliminating entries primarily reflect intercompany transactions, such as interest expense, accounts receivable and payable, short and long-term debt, and the elimination of equity investments, return on investments and income in subsidiaries. Because the Parent is obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors or Non-Guarantors under the credit facility (and was obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors and Non-Guarantors under the previous senior secured five-year revolving loan facility), the borrowings and related interest expense for the loans outstanding of the Guarantors and Non-Guarantors are also presented in the accompanying Parent-only financial information, and are then eliminated. Included in the Parent Condensed Consolidating Statement of Cash Flows for the three months ended January 2, 2016 and December 27, 2014 are $242.2 million and $48.9 million , respectively, of dividends paid by the Guarantors and Non-Guarantors to the Parent representing return on investments and as such are classified within cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Operations for the three months ended January 2, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 181.5 $ 64.2 $ — $ 245.7 Cost of sales — 150.1 48.0 — 198.1 Cost of sales—impairment, restructuring and other — 5.0 — — 5.0 Gross profit — 26.4 16.2 — 42.6 Operating expenses: Selling, general and administrative — 110.4 28.7 0.4 139.5 Impairment, restructuring and other — 4.2 0.1 — 4.3 Other income, net — (1.7 ) 0.7 — (1.0 ) Loss from operations — (86.5 ) (13.3 ) (0.4 ) (100.2 ) Equity income in subsidiaries 68.0 2.6 — (70.6 ) — Other non-operating income (4.6 ) — (6.0 ) 10.6 — Costs related to refinancing 8.8 — — — 8.8 Interest expense 16.0 10.0 0.9 (10.6 ) 16.3 Loss before income taxes (88.2 ) (99.1 ) (8.2 ) 70.2 (125.3 ) Income tax benefit (7.2 ) (34.3 ) (3.0 ) — (44.5 ) Net loss $ (81.0 ) $ (64.8 ) $ (5.2 ) $ 70.2 $ (80.8 ) Net income attributable to noncontrolling interest — — — 0.5 0.5 Net loss attributable to controlling interest $ (81.0 ) $ (64.8 ) $ (5.2 ) $ 69.7 $ (81.3 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended January 2, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net loss $ (81.0 ) $ (64.8 ) $ (5.2 ) $ 70.2 $ (80.8 ) Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (2.8 ) — (2.8 ) 2.8 (2.8 ) Net change in derivatives 2.1 (0.6 ) — 0.6 2.1 Net change in pension and other post-retirement benefits 0.5 0.3 0.2 (0.5 ) 0.5 Total other comprehensive income (loss) (0.2 ) (0.3 ) (2.6 ) 2.9 (0.2 ) Comprehensive loss $ (81.2 ) $ (65.1 ) $ (7.8 ) $ 73.1 $ (81.0 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Cash Flows for the three months ended January 2, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 233.1 $ (271.9 ) $ (57.6 ) $ (242.2 ) $ (338.6 ) INVESTING ACTIVITIES Proceeds from sale of long-lived assets — 0.1 — — 0.1 Investments in property, plant and equipment — (13.4 ) (2.7 ) — (16.1 ) Investing cash flows from (to) affiliates (395.0 ) — — 395.0 — Investment in unconsolidated affiliates — (0.8 ) — — (0.8 ) Net cash used in investing activities (395.0 ) (14.1 ) (2.7 ) 395.0 (16.8 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 873.1 51.2 — 924.3 Repayments under revolving and bank lines of credit and term loans — (741.5 ) (9.7 ) — (751.2 ) Proceeds from issuance of 6.000% Senior Notes 400.0 — — — 400.0 Repayment of 6.625% Senior Notes (200.0 ) — — — (200.0 ) Financing and issuance fees (10.5 ) — — — (10.5 ) Dividends paid (28.9 ) (242.2 ) — 242.2 (28.9 ) Payments on seller notes — (0.8 ) — — (0.8 ) Excess tax benefits from share-based payment arrangements 0.1 — — — 0.1 Cash received from the exercise of stock options 1.2 — — — 1.2 Financing cash flows from (to) affiliates — 393.5 1.5 (395.0 ) — Net cash provided by (used in) financing activities 161.9 282.1 43.0 (152.8 ) 334.2 Effect of exchange rate changes on cash — — (1.2 ) — (1.2 ) Net increase (decrease) in cash and cash equivalents — (3.9 ) (18.5 ) — (22.4 ) Cash and cash equivalents at beginning of period — 8.2 63.2 — 71.4 Cash and cash equivalents at end of period $ — $ 4.3 $ 44.7 $ — $ 49.0 (a) Cash received by the Parent from the Guarantors in the form of dividends in the amount of $242.2 million represent return on investments and are included in cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of January 2, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 4.3 $ 44.7 $ — $ 49.0 Accounts receivable, net — 118.9 87.5 — 206.4 Inventories — 628.2 131.0 — 759.2 Prepaid and other current assets — 95.7 37.7 — 133.4 Total current assets — 847.1 300.9 — 1,148.0 Property, plant and equipment, net — 396.0 53.2 — 449.2 Goodwill — 409.6 11.8 11.6 433.0 Intangible assets, net — 613.5 33.2 11.3 658.0 Other assets 22.3 17.4 14.8 (15.3 ) 39.2 Equity investment in subsidiaries 396.7 — — (396.7 ) — Intercompany assets 1,619.4 — — (1,619.4 ) — Total assets $ 2,038.4 $ 2,283.6 $ 413.9 $ (2,008.5 ) $ 2,727.4 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of debt $ 15.0 $ 18.3 $ 10.5 $ (15.0 ) $ 28.8 Accounts payable — 179.1 54.4 — 233.5 Other current liabilities 15.6 105.8 61.9 — 183.3 Total current liabilities 30.6 303.2 126.8 (15.0 ) 445.6 Long-term debt 1,491.5 966.1 137.5 (1,091.5 ) 1,503.6 Other liabilities 2.4 228.7 30.6 (10.2 ) 251.5 Equity investment in subsidiaries — 183.1 — (183.1 ) — Intercompany liabilities — 449.3 45.4 (494.7 ) — Total liabilities 1,524.5 2,130.4 340.3 (1,794.5 ) 2,200.7 Total shareholders’ equity - controlling interest 513.9 153.2 73.6 (226.9 ) 513.8 Noncontrolling interest — — — 12.9 12.9 Total equity 513.9 153.2 73.6 (214.0 ) 526.7 Total liabilities and equity $ 2,038.4 $ 2,283.6 $ 413.9 $ (2,008.5 ) $ 2,727.4 THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Operations for the three months ended December 27, 2014 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 146.5 $ 69.7 $ — $ 216.2 Cost of sales — 130.5 56.4 — 186.9 Gross profit — 16.0 13.3 — 29.3 Operating expenses: Selling, general and administrative — 94.5 31.9 0.5 126.9 Impairment, restructuring and other — 8.9 0.7 — 9.6 Other income, net — (1.2 ) — — (1.2 ) Loss from operations — (86.2 ) (19.3 ) (0.5 ) (106.0 ) Equity income in subsidiaries 69.2 3.4 — (72.6 ) — Other non-operating income (4.5 ) — (5.5 ) 10.0 — Interest expense 11.2 8.3 0.2 (10.0 ) 9.7 Loss before income taxes (75.9 ) (97.9 ) (14.0 ) 72.1 (115.7 ) Income tax benefit (2.4 ) (33.9 ) (5.4 ) — (41.7 ) Net loss $ (73.5 ) $ (64.0 ) $ (8.6 ) $ 72.1 $ (74.0 ) Net income attributable to noncontrolling interest — — — (0.6 ) (0.6 ) Net loss attributable to controlling interest $ (73.5 ) $ (64.0 ) $ (8.6 ) $ 71.5 $ (74.6 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended December 27, 2014 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net loss $ (73.5 ) $ (64.0 ) $ (8.6 ) $ 72.1 $ (74.0 ) Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (3.0 ) — (3.0 ) 3.0 (3.0 ) Net change in derivatives (0.1 ) 0.6 — (0.6 ) (0.1 ) Net change in pension and other post-retirement benefits 0.8 0.5 0.3 (0.8 ) 0.8 Total other comprehensive income (loss) (2.3 ) 1.1 (2.7 ) 1.6 (2.3 ) Comprehensive loss $ (75.8 ) $ (62.9 ) $ (11.3 ) $ 73.7 $ (76.3 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Cash Flows for the three months ended December 27, 2014 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 24.9 $ (198.6 ) $ (40.2 ) $ (53.1 ) $ (267.0 ) INVESTING ACTIVITIES Investments in property, plant and equipment — (12.4 ) (2.1 ) — (14.5 ) Investments in acquired businesses, net of cash acquired — (11.1 ) — — (11.1 ) Net cash used in investing activities — (23.5 ) (2.1 ) — (25.6 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 480.7 58.9 — 539.6 Repayments under revolving and bank lines of credit and term loans — (156.5 ) (10.6 ) — (167.1 ) Dividends paid (27.4 ) (48.9 ) (3.7 ) 52.6 (27.4 ) Purchase of Common Shares (14.8 ) — — — (14.8 ) Excess tax benefits from share-based payment arrangements — 0.5 — — 0.5 Cash received from the exercise of stock options 6.2 — — — 6.2 Intercompany financing 11.1 (12.9 ) 1.3 0.5 — Net cash provided by (used in) financing activities (24.9 ) 262.9 45.9 53.1 337.0 Effect of exchange rate changes on cash — — (3.6 ) — (3.6 ) Net increase (decrease) in cash and cash equivalents — 40.8 — — 40.8 Cash and cash equivalents at beginning of period — 23.1 66.2 — 89.3 Cash and cash equivalents at end of period $ — $ 63.9 $ 66.2 $ — $ 130.1 (a) Cash received by the Parent from its subsidiaries in the form of dividends in the amount of $48.9 million represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $3.7 million represent return on investments and are included in the cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of December 27, 2014 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 63.9 $ 66.2 $ — $ 130.1 Accounts receivable, net — 97.7 87.7 — 185.4 Inventories — 547.2 135.6 — 682.8 Prepaid and other current assets — 84.8 42.8 — 127.6 Total current assets — 793.6 332.3 — 1,125.9 Property, plant and equipment, net — 370.4 64.0 — 434.4 Goodwill — 346.3 6.4 11.6 364.3 Intangible assets, net — 247.4 48.5 13.0 308.9 Other assets 21.1 16.0 27.5 (32.9 ) 31.7 Equity investment in subsidiaries 300.7 — — (300.7 ) — Intercompany assets 1,266.6 — — (1,266.6 ) — Total assets $ 1,588.4 $ 1,773.7 $ 478.7 $ (1,575.6 ) $ 2,265.2 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of debt $ — $ 16.0 $ 20.6 $ — $ 36.6 Accounts payable — 162.7 57.3 — 220.0 Other current liabilities 13.6 77.3 74.4 — 165.3 Total current liabilities 13.6 256.0 152.3 — 421.9 Long-term debt 1,122.9 888.4 44.8 (922.8 ) 1,133.3 Other liabilities 5.1 224.9 47.0 (27.9 ) 249.1 Equity investment in subsidiaries — 99.0 — (99.0 ) — Intercompany liabilities — 257.5 87.1 (344.6 ) — Total liabilities 1,141.6 1,725.8 331.2 (1,394.3 ) 1,804.3 Total shareholders’ equity - controlling interest 446.8 47.9 147.5 (195.4 ) 446.8 Noncontrolling interest — — — 14.1 14.1 Total equity 446.8 47.9 147.5 (181.3 ) 460.9 Total liabilities and equity $ 1,588.4 $ 1,773.7 $ 478.7 $ (1,575.6 ) $ 2,265.2 THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of September 30, 2015 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 8.2 $ 63.2 $ — $ 71.4 Accounts receivable, net — 96.9 94.4 — 191.3 Accounts receivable pledged — 152.9 — — 152.9 Inventories — 318.7 88.9 — 407.6 Prepaid and other current assets — 90.7 34.7 — 125.4 Total current assets — 667.4 281.2 — 948.6 Property, plant and equipment, net — 397.6 56.1 — 453.7 Goodwill — 408.8 12.0 11.6 432.4 Intangible assets, net — 617.0 34.8 11.7 663.5 Other assets 16.3 15.0 15.0 (17.3 ) 29.0 Equity investment in subsidiaries 461.3 — — (461.3 ) — Intercompany assets 1,179.4 — — (1,179.4 ) — Total assets $ 1,657.0 $ 2,105.8 $ 399.1 $ (1,634.7 ) $ 2,527.2 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of debt $ — $ 125.1 $ 9.7 $ — $ 134.8 Accounts payable — 141.5 56.4 — 197.9 Other current liabilities 15.5 191.9 73.0 — 280.4 Total current liabilities 15.5 458.5 139.1 — 613.1 Long-term debt 1,016.3 728.4 100.1 (816.3 ) 1,028.5 Other liabilities 4.5 228.0 32.3 (12.3 ) 252.5 Equity investment in subsidiaries — 156.2 — (156.2 ) — Intercompany liabilities — 296.5 47.6 (344.1 ) — Total liabilities 1,036.3 1,867.6 319.1 (1,328.9 ) 1,894.1 Total shareholders’ equity - controlling interest 620.7 238.2 80.0 (318.2 ) 620.7 Noncontrolling interest — — — 12.4 12.4 Total equity 620.7 238.2 80.0 (305.8 ) 633.1 Total liabilities and equity $ 1,657.0 $ 2,105.8 $ 399.1 $ (1,634.7 ) $ 2,527.2 |