FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS The 6.000% and 5.250% Senior Notes were issued on October 13, 2015 and December 15, 2016, respectively, 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 December 15, 2015, Scotts Miracle-Gro redeemed all of its outstanding $200.0 million aggregate principal amount of 6.625% Senior Notes, 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 indentures governing the 6.000% and 5.250% 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 indentures governing the 6.000% and 5.250% 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% and 5.250% Senior Notes pursuant to the indentures governing the 6.000% and 5.250% Senior Notes. SLS Holdings, Inc. was added as a guarantor effective in the three-month period ending July 2, 2016, and 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. The following 100% directly or indirectly owned subsidiaries fully and unconditionally guarantee at December 31, 2016 the 6.000% and 5.250% Senior Notes on a joint and several basis: 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; The Scotts Company LLC; The Hawthorne Gardening Company; Hawthorne Hydroponics LLC; HGCI, Inc.; GenSource, Inc.; and SLS Holdings, Inc. (collectively, the “Guarantors”). Effective in the three-month period ending July 2, 2016, the SLS Business was contributed to the TruGreen Joint Venture and the Company classified its results of operations for all periods presented to reflect the SLS Business as a discontinued operation and classified the assets and liabilities as held for sale within the financial information of the Guarantors. Subsequent to their contribution to the TruGreen Joint Venture, EG Systems, LLC (formerly known as EG Systems, Inc.) and SLS Franchise Systems LLC are no longer guarantors of the 6.000% Senior Notes. The following information presents Condensed Consolidating Statements of Operations for the three months ended December 31, 2016 and January 2, 2016 , Condensed Consolidating Statements of Comprehensive Income (Loss) for the three months ended December 31, 2016 and January 2, 2016 , Condensed Consolidating Statements of Cash Flows for the three months ended December 31, 2016 and January 2, 2016 , and Condensed Consolidating Balance Sheets as of December 31, 2016 , January 2, 2016 and September 30, 2016 . 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 December 31, 2016 are $222.6 million of dividends paid by the Guarantors and Non-Guarantors to the Parent representing return of investments and as such are classified within cash flows used in investing activities. Included in the Parent Condensed Consolidating Statement of Cash Flows for the three months ended January 2, 2016 are $242.2 million 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 December 31, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 145.5 $ 101.3 $ — $ 246.8 Cost of sales — 126.4 76.2 — 202.6 Gross profit — 19.1 25.1 — 44.2 Operating expenses: Selling, general and administrative — 85.7 33.1 0.3 119.1 Impairment, restructuring and other — 1.4 — — 1.4 Other (income) loss, net (0.2 ) (5.3 ) 0.1 — (5.4 ) Income (loss) from operations 0.2 (62.7 ) (8.1 ) (0.3 ) (70.9 ) Equity (income) loss in subsidiaries 58.4 1.4 — (59.8 ) — Other non-operating (income) loss (4.3 ) — (5.9 ) 10.2 — Equity in (income) loss of unconsolidated affiliates — 13.2 — — 13.2 Interest expense 14.7 9.9 1.2 (10.2 ) 15.6 Income (loss) from continuing operations before income taxes (68.6 ) (87.2 ) (3.4 ) 59.5 (99.7 ) Income tax (benefit) expense from continuing operations (3.6 ) (30.6 ) (1.2 ) — (35.4 ) Income (loss) from continuing operations (65.0 ) (56.6 ) (2.2 ) 59.5 (64.3 ) Income (loss) from discontinued operations, net of tax — (0.6 ) — — (0.6 ) Net income (loss) $ (65.0 ) $ (57.2 ) $ (2.2 ) $ 59.5 $ (64.9 ) Net (income) loss attributable to noncontrolling interest — — — (0.4 ) (0.4 ) Net income (loss) attributable to controlling interest $ (65.0 ) $ (57.2 ) $ (2.2 ) $ 59.1 $ (65.3 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended December 31, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net income (loss) $ (65.0 ) $ (57.2 ) $ (2.2 ) $ 59.5 $ (64.9 ) Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (4.0 ) — (4.0 ) 4.0 (4.0 ) Net change in derivatives 3.4 1.0 — (1.0 ) 3.4 Net change in pension and other post retirement benefits 0.4 0.1 0.3 (0.4 ) 0.4 Total other comprehensive income (loss) (0.2 ) 1.1 (3.7 ) 2.6 (0.2 ) Comprehensive income (loss) $ (65.2 ) $ (56.1 ) $ (5.9 ) $ 62.1 $ (65.1 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Cash Flows for the three months ended December 31, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (13.8 ) $ (172.4 ) $ (23.6 ) $ — $ (209.8 ) INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 0.1 — — 0.1 Investments in property, plant and equipment — (13.0 ) (3.1 ) — (16.1 ) Distributions from (investments in) unconsolidated affiliates — — (0.1 ) — (0.1 ) Investments in acquired businesses, net of cash acquired — (1.5 ) (76.4 ) — (77.9 ) Return of investments from affiliates 222.6 — — (222.6 ) — Investing cash flows from (to) affiliates (383.8 ) (189.2 ) — 573.0 — Net cash provided by (used in) investing activities (161.2 ) (203.6 ) (79.6 ) 350.4 (94.0 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 404.3 54.7 — 459.0 Repayments under revolving and bank lines of credit and term loans — (187.2 ) (95.1 ) — (282.3 ) Proceeds from issuance of 5.250% Senior Notes 250.0 — — — 250.0 Financing and issuance fees (3.5 ) — — — (3.5 ) Dividends paid (30.0 ) (222.6 ) — 222.6 (30.0 ) Purchase of Common Shares (43.6 ) — — — (43.6 ) Payments on seller notes — — (6.5 ) — (6.5 ) Excess tax benefits from share-based payment arrangements 0.8 — — — 0.8 Cash received from the exercise of stock options 1.3 — — — 1.3 Financing cash flows from (to) affiliates — 383.8 189.2 (573.0 ) — Net cash provided by (used in) financing activities 175.0 378.3 142.3 (350.4 ) 345.2 Effect of exchange rate changes on cash — — (2.8 ) — (2.8 ) Net increase (decrease) in cash and cash equivalents — 2.3 36.3 — 38.6 Cash and cash equivalents at beginning of period — 2.7 47.4 — 50.1 Cash and cash equivalents at end of period $ — $ 5.0 $ 83.7 $ — $ 88.7 (a) Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $222.6 million represent return of investments and are included in cash flows from investing activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of December 31, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 5.0 $ 83.7 $ — $ 88.7 Accounts receivable, net — 137.2 92.2 — 229.4 Inventories — 604.2 152.1 — 756.3 Prepaid and other current assets 0.2 120.7 42.2 (32.4 ) 130.7 Total current assets 0.2 867.1 370.2 (32.4 ) 1,205.1 Investment in unconsolidated affiliates — 83.2 0.7 — 83.9 Property, plant and equipment, net — 386.1 75.9 — 462.0 Goodwill — 260.4 126.6 11.6 398.6 Intangible assets, net — 597.0 186.1 9.9 793.0 Other assets 12.2 105.3 1.3 (1.0 ) 117.8 Equity investment in subsidiaries 753.7 — — (753.7 ) — Intercompany assets 1,479.7 — — (1,479.7 ) — Total assets $ 2,245.8 $ 2,299.1 $ 760.8 $ (2,245.3 ) $ 3,060.4 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 15.6 $ 26.2 $ (15.0 ) $ 41.8 Accounts payable — 199.9 55.8 — 255.7 Other current liabilities 10.8 40.6 126.4 (32.4 ) 145.4 Total current liabilities 25.8 256.1 208.4 (47.4 ) 442.9 Long-term debt 1,639.2 931.4 105.0 (998.4 ) 1,677.2 Other liabilities 1.0 269.8 73.3 4.0 348.1 Equity investment in subsidiaries — 57.2 — (57.2 ) — Intercompany liabilities — 247.7 201.3 (449.0 ) — Total liabilities 1,666.0 1,762.2 588.0 (1,548.0 ) 2,468.2 Total equity—controlling interest 579.8 536.9 172.8 (709.7 ) 579.8 Noncontrolling interest — — — 12.4 12.4 Total equity 579.8 536.9 172.8 (697.3 ) 592.2 Total liabilities and equity $ 2,245.8 $ 2,299.1 $ 760.8 $ (2,245.3 ) $ 3,060.4 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 $ — $ 130.3 $ 64.2 $ — $ 194.5 Cost of sales — 124.8 48.0 — 172.8 Cost of sales—impairment, restructuring and other — 5.0 — — 5.0 Gross profit — 0.5 16.2 — 16.7 Operating expenses: Selling, general and administrative — 84.2 28.7 0.4 113.3 Impairment, restructuring and other — 1.2 0.1 — 1.3 Other (income) loss, net — (0.9 ) 0.7 — (0.2 ) Income (loss) from operations — (84.0 ) (13.3 ) (0.4 ) (97.7 ) Equity income (loss) in subsidiaries 68.0 2.6 — (70.6 ) — Other non-operating income (loss) (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 Income (loss) from continuing operations before income taxes (88.2 ) (96.6 ) (8.2 ) 70.2 (122.8 ) Income tax (benefit) expense from continuing operations (7.2 ) (33.3 ) (3.0 ) — (43.5 ) Income (loss) from continuing operations (81.0 ) (63.3 ) (5.2 ) 70.2 (79.3 ) Income (loss) from discontinued operations, net of tax — (1.5 ) — — (1.5 ) Net income (loss) $ (81.0 ) $ (64.8 ) $ (5.2 ) $ 70.2 $ (80.8 ) Net (income) loss attributable to noncontrolling interest — — — (0.5 ) (0.5 ) Net income (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 income (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 income (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 — Distributions from (investments in) unconsolidated affiliates — (0.8 ) — — (0.8 ) Net cash provided by (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 its subsidiaries 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 — 105.4 87.5 — 192.9 Inventories — 618.7 131.0 — 749.7 Assets held for sale — 196.9 — — 196.9 Prepaid and other current assets — 91.1 37.7 — 128.8 Total current assets — 1,016.4 300.9 — 1,317.3 Property, plant and equipment, net — 387.3 53.2 — 440.5 Goodwill — 260.9 11.8 11.6 284.3 Intangible assets, net — 605.5 33.2 11.3 650.0 Other assets 15.8 13.5 14.8 (15.3 ) 28.8 Equity investment in subsidiaries 396.7 — — (396.7 ) — Intercompany assets 1,619.4 — — (1,619.4 ) — Total assets $ 2,031.9 $ 2,283.6 $ 413.9 $ (2,008.5 ) $ 2,720.9 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 17.0 $ 10.5 $ (15.0 ) $ 27.5 Accounts payable — 176.8 54.4 — 231.2 Liabilities held for sale — 32.1 — — 32.1 Other current liabilities 15.6 82.7 61.9 — 160.2 Total current liabilities 30.6 308.6 126.8 (15.0 ) 451.0 Long-term debt 1,485.0 962.7 137.5 (1,091.5 ) 1,493.7 Other liabilities 2.4 226.7 30.6 (10.2 ) 249.5 Equity investment in subsidiaries — 183.1 — (183.1 ) — Intercompany liabilities — 449.3 45.4 (494.7 ) — Total liabilities 1,518.0 2,130.4 340.3 (1,794.5 ) 2,194.2 Total 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 $ 2,031.9 $ 2,283.6 $ 413.9 $ (2,008.5 ) $ 2,720.9 THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of September 30, 2016 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 2.7 $ 47.4 $ — $ 50.1 Accounts receivable, net — 92.4 104.0 — 196.4 Accounts receivable pledged — 174.7 — — 174.7 Inventories — 327.8 120.4 — 448.2 Prepaid and other current assets 0.1 82.8 39.4 — 122.3 Total current assets 0.1 680.4 311.2 — 991.7 Investment in unconsolidated affiliates — 100.3 0.7 — 101.0 Property, plant and equipment, net — 392.1 78.7 — 470.8 Goodwill — 260.4 101.2 11.6 373.2 Intangible assets, net — 596.4 144.3 10.2 750.9 Other assets 13.2 103.8 0.7 (2.5 ) 115.2 Equity investment in subsidiaries 808.8 — — (808.8 ) — Intercompany assets 1,013.0 — — (1,013.0 ) — Total assets $ 1,835.1 $ 2,133.4 $ 636.8 $ (1,802.5 ) $ 2,802.8 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 154.2 $ 30.8 $ (15.0 ) $ 185.0 Accounts payable — 108.8 57.1 — 165.9 Other current liabilities 16.6 143.6 82.0 — 242.2 Total current liabilities 31.6 406.6 169.9 (15.0 ) 593.1 Long-term debt 1,085.1 575.7 117.2 (652.9 ) 1,125.1 Other liabilities 3.2 268.7 76.0 2.4 350.3 Equity investment in subsidiaries — 161.0 — (161.0 ) — Intercompany liabilities — 147.2 187.1 (334.3 ) — Total liabilities 1,119.9 1,559.2 550.2 (1,160.8 ) 2,068.5 Total equity—controlling interest 715.2 574.2 86.6 (660.8 ) 715.2 Noncontrolling interest — — — 19.1 19.1 Total equity 715.2 574.2 86.6 (641.7 ) 734.3 Total liabilities and equity $ 1,835.1 $ 2,133.4 $ 636.8 $ (1,802.5 ) $ 2,802.8 |