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. 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. The following 100% directly or indirectly owned subsidiaries fully and unconditionally guarantee at December 29, 2018 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.; SLS Holdings, Inc. and SMG ITO Holdings, Inc. (collectively, the “Guarantors”). The following information presents Condensed Consolidating Statements of Operations for the three months ended December 29, 2018 and December 30, 2017 , Condensed Consolidating Statements of Comprehensive Income (Loss) for the three months ended December 29, 2018 and December 30, 2017 , Condensed Consolidating Statements of Cash Flows for the three months ended December 29, 2018 and December 30, 2017 , and Condensed Consolidating Balance Sheets as of December 29, 2018 , December 30, 2017 and September 30, 2018 . 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 29, 2018 and December 30, 2017 are $49.1 million and $182.5 million , respectively, of dividends paid by the Guarantors and Non-Guarantors to the Parent representing return of investments and as such are classified within cash flows from investing activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Operations for the three months ended December 29, 2018 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 232.1 $ 66.0 $ — $ 298.1 Cost of sales — 206.9 54.2 — 261.1 Cost of sales—impairment, restructuring and other — 2.2 0.3 — 2.5 Gross profit — 23.0 11.5 — 34.5 Operating expenses: Selling, general and administrative — 101.4 14.6 0.3 116.3 Impairment, restructuring and other — 3.4 0.1 — 3.5 Other (income) expense, net (0.2 ) 0.1 (0.3 ) — (0.4 ) Income (loss) from operations 0.2 (81.9 ) (2.9 ) (0.3 ) (84.9 ) Equity (income) loss in subsidiaries 69.3 (1.5 ) — (67.8 ) — Equity in (income) loss of unconsolidated affiliates — (1.4 ) 0.1 — (1.3 ) Interest expense 18.8 18.3 0.9 (12.8 ) 25.2 Other non-operating (income) expense, net (5.9 ) (2.3 ) (7.5 ) 12.8 (2.9 ) Income (loss) from continuing operations before income taxes (82.0 ) (95.0 ) 3.6 67.5 (105.9 ) Income tax expense (benefit) from continuing operations (2.8 ) (21.3 ) 0.8 — (23.3 ) Income (loss) from continuing operations (79.2 ) (73.7 ) 2.8 67.5 (82.6 ) Income (loss) from discontinued operations, net of tax — 3.0 (0.1 ) — 2.9 Net income (loss) $ (79.2 ) $ (70.7 ) $ 2.7 $ 67.5 $ (79.7 ) Net (income) loss attributable to noncontrolling interest — — — 0.1 0.1 Net income (loss) attributable to controlling interest $ (79.2 ) $ (70.7 ) $ 2.7 $ 67.6 $ (79.6 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended December 29, 2018 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net income (loss) $ (79.2 ) $ (70.7 ) $ 2.7 $ 67.5 $ (79.7 ) Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (5.3 ) — (5.3 ) 5.3 (5.3 ) Net change in derivatives (8.0 ) (3.5 ) — 3.5 (8.0 ) Net change in pension and other post-retirement benefits 0.9 0.1 0.8 (0.9 ) 0.9 Total other comprehensive income (loss) (12.4 ) (3.4 ) (4.5 ) 7.9 (12.4 ) Comprehensive income (loss) (91.6 ) (74.1 ) (1.8 ) 75.4 (92.1 ) Comprehensive (income) loss attributable to noncontrolling interest — — — 0.1 0.1 Comprehensive income (loss) attributable to controlling interest $ (91.6 ) $ (74.1 ) $ (1.8 ) $ 75.5 $ (92.0 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Cash Flows for the three months ended December 29, 2018 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (19.1 ) $ (193.6 ) $ (20.7 ) $ — $ (233.4 ) INVESTING ACTIVITIES (a) Investments in property, plant and equipment — (12.1 ) (0.6 ) — (12.7 ) Investments in acquired businesses, net of cash acquired — (6.6 ) — — (6.6 ) Other investing, net — 0.9 1.3 — 2.2 Return of investments from affiliates 49.1 — — (49.1 ) — Investing cash flows from (to) affiliates (0.2 ) (2.3 ) — 2.5 — Net cash provided by (used in) investing activities 48.9 (20.1 ) 0.7 (46.6 ) (17.1 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 347.6 39.2 — 386.8 Repayments under revolving and bank lines of credit and term loans — (86.6 ) (29.7 ) — (116.3 ) Dividends paid (30.4 ) (49.1 ) — 49.1 (30.4 ) Purchase of Common Shares (0.5 ) — — — (0.5 ) Payments on seller notes — (0.8 ) — — (0.8 ) Cash received from exercise of stock options 1.1 — — — 1.1 Financing cash flows from (to) affiliates — 0.2 2.3 (2.5 ) — Net cash provided by (used in) financing activities (29.8 ) 211.3 11.8 46.6 239.9 Effect of exchange rate changes on cash — — (0.7 ) — (0.7 ) Net increase (decrease) in cash and cash equivalents — (2.4 ) (8.9 ) — (11.3 ) Cash and cash equivalents at beginning of period — 3.0 30.9 — 33.9 Cash and cash equivalents at end of period $ — $ 0.6 $ 22.0 $ — $ 22.6 (a) Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $49.1 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 29, 2018 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 0.6 $ 22.0 $ — $ 22.6 Accounts receivable, net — 107.2 56.6 — 163.8 Accounts receivable pledged — 44.4 — — 44.4 Inventories — 659.3 86.1 — 745.4 Prepaid and other current assets 2.0 79.2 21.3 — 102.5 Total current assets 2.0 890.7 186.0 — 1,078.7 Investment in unconsolidated affiliates — 36.6 0.7 — 37.3 Property, plant and equipment, net — 458.8 61.0 — 519.8 Goodwill — 420.1 108.0 11.6 539.7 Intangible assets, net — 745.7 93.9 7.2 846.8 Other assets 9.7 163.5 29.7 — 202.9 Equity investment in subsidiaries 746.1 — — (746.1 ) — Intercompany assets 1,736.3 — 2.0 (1,738.3 ) — Total assets $ 2,494.1 $ 2,715.4 $ 481.3 $ (2,465.6 ) $ 3,225.2 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 47.7 $ 81.7 $ 13.4 $ (47.7 ) $ 95.1 Accounts payable — 206.1 30.9 — 237.0 Other current liabilities 10.6 228.9 23.0 — 262.5 Total current liabilities 58.3 516.7 67.3 (47.7 ) 594.6 Long-term debt 2,185.0 1,438.7 106.4 (1,543.9 ) 2,186.2 Distributions in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 2.5 140.4 26.4 — 169.3 Equity investment in subsidiaries — 2.5 — (2.5 ) — Intercompany liabilities — 119.8 — (119.8 ) — Total liabilities 2,245.8 2,240.0 200.1 (1,713.9 ) 2,972.0 Total equity—controlling interest 248.3 475.4 281.2 (756.6 ) 248.3 Noncontrolling interest — — — 4.9 4.9 Total equity 248.3 475.4 281.2 (751.7 ) 253.2 Total liabilities and equity $ 2,494.1 $ 2,715.4 $ 481.3 $ (2,465.6 ) $ 3,225.2 THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Operations for the three months ended December 30, 2017 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 147.5 $ 74.0 $ — $ 221.5 Cost of sales — 127.0 60.5 — 187.5 Gross profit — 20.5 13.5 — 34.0 Operating expenses: Selling, general and administrative — 90.4 17.5 0.3 108.2 Impairment, restructuring and other — (0.2 ) — — (0.2 ) Other (income) expense, net (0.2 ) (1.1 ) (0.8 ) — (2.1 ) Income (loss) from operations 0.2 (68.6 ) (3.2 ) (0.3 ) (71.9 ) Equity (income) loss in subsidiaries 18.0 1.0 — (19.0 ) — Other non-operating (income) loss (3.9 ) — (4.7 ) 8.6 — Equity in (income) loss of unconsolidated affiliates — (0.5 ) (0.1 ) — (0.6 ) Interest expense 16.9 8.8 0.7 (8.6 ) 17.8 Other non-operating (income) expense, net — (2.5 ) — — (2.5 ) Income (loss) from continuing operations before income taxes (30.8 ) (75.4 ) 0.9 18.7 (86.6 ) Income tax expense (benefit) from continuing operations (9.8 ) (57.5 ) 0.7 — (66.6 ) Income (loss) from continuing operations (21.0 ) (17.9 ) 0.2 18.7 (20.0 ) Income (loss) from discontinued operations, net of tax — (0.2 ) (1.0 ) — (1.2 ) Net income (loss) $ (21.0 ) $ (18.1 ) $ (0.8 ) $ 18.7 $ (21.2 ) Net (income) loss attributable to noncontrolling interest — — — — — Net income (loss) attributable to controlling interest $ (21.0 ) $ (18.1 ) $ (0.8 ) $ 18.7 $ (21.2 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended December 30, 2017 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net income (loss) $ (21.0 ) $ (18.1 ) $ (0.8 ) $ 18.7 $ (21.2 ) Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment — — — — — Net change in derivatives 0.7 0.4 — (0.4 ) 0.7 Net change in pension and other post-retirement benefits 0.3 0.1 0.2 (0.3 ) 0.3 Total other comprehensive income (loss) 1.0 0.5 0.2 (0.7 ) 1.0 Comprehensive income (loss) (20.0 ) (17.6 ) (0.6 ) 18.0 (20.2 ) Comprehensive (income) loss attributable to noncontrolling interest — — — — — Comprehensive income (loss) attributable to controlling interest $ (20.0 ) $ (17.6 ) $ (0.6 ) $ 18.0 $ (20.2 ) THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Statement of Cash Flows for the three months ended December 30, 2017 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 9.6 $ (239.2 ) $ 19.6 $ (0.5 ) $ (210.5 ) INVESTING ACTIVITIES (a) Investments in property, plant and equipment — (17.3 ) (2.1 ) — (19.4 ) Investments in loans receivable — (5.3 ) — — (5.3 ) Investments in acquired businesses, net of cash acquired — (40.5 ) (29.5 ) — (70.0 ) Return of investments from affiliates 182.5 — — (182.5 ) — Investing cash flows from (to) affiliates (66.4 ) (66.9 ) — 133.3 — Net cash provided by (used in) investing activities 116.1 (130.0 ) (31.6 ) (49.2 ) (94.7 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 534.6 38.8 — 573.4 Repayments under revolving and bank lines of credit and term loans — (86.7 ) (49.3 ) — (136.0 ) Dividends paid (30.5 ) (182.5 ) (0.5 ) 183.0 (30.5 ) Purchase of Common Shares (96.2 ) — — — (96.2 ) Payments on seller notes — — (3.0 ) — (3.0 ) Cash received from exercise of stock options 1.0 — — — 1.0 Acquisition of noncontrolling interests — — (70.1 ) — (70.1 ) Financing cash flows from (to) affiliates — 66.4 66.9 (133.3 ) — Net cash provided by (used in) financing activities (125.7 ) 331.8 (17.2 ) 49.7 238.6 Effect of exchange rate changes on cash — — 0.6 — 0.6 Net increase (decrease) in cash and cash equivalents — (37.4 ) (28.6 ) — (66.0 ) Cash and cash equivalents at beginning of period — 39.8 80.7 — 120.5 Cash and cash equivalents at end of period $ — $ 2.4 $ 52.1 $ — $ 54.5 (a) Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $182.5 million represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $0.5 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 December 30, 2017 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 2.4 $ 52.1 $ — $ 54.5 Accounts receivable, net — 77.4 51.0 — 128.4 Accounts receivable pledged — 42.2 — — 42.2 Inventories — 605.9 90.2 — 696.1 Prepaid and other current assets 1.4 43.2 17.1 — 61.7 Total current assets 1.4 771.1 210.4 — 982.9 Investment in unconsolidated affiliates — 30.9 0.8 — 31.7 Property, plant and equipment, net — 398.3 65.8 — 464.1 Goodwill — 322.9 130.3 11.6 464.8 Intangible assets, net — 639.5 135.4 8.5 783.4 Other assets 7.7 166.3 9.9 — 183.9 Equity investment in subsidiaries 1,125.8 — — (1,125.8 ) — Intercompany assets 1,087.5 157.5 — (1,245.0 ) — Total assets $ 2,222.4 $ 2,486.5 $ 552.6 $ (2,350.7 ) $ 2,910.8 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 55.7 $ 30.4 $ (15.0 ) $ 86.1 Accounts payable — 194.3 28.9 — 223.2 Other current liabilities 8.7 117.8 35.3 — 161.8 Total current liabilities 23.7 367.8 94.6 (15.0 ) 471.1 Long-term debt 1,695.6 998.7 56.5 (1,053.8 ) 1,697.0 Distributions in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 0.3 148.1 59.6 5.0 213.0 Equity investment in subsidiaries — 59.4 — (59.4 ) — Intercompany liabilities — — 152.9 (152.9 ) — Total liabilities 1,719.6 1,595.9 363.6 (1,276.1 ) 2,403.0 Total equity—controlling interest 502.8 890.6 189.0 (1,079.6 ) 502.8 Noncontrolling interest — — — 5.0 5.0 Total equity 502.8 890.6 189.0 (1,074.6 ) 507.8 Total liabilities and equity $ 2,222.4 $ 2,486.5 $ 552.6 $ (2,350.7 ) $ 2,910.8 THE SCOTTS MIRACLE-GRO COMPANY Condensed Consolidating Balance Sheet As of September 30, 2018 (In millions) (Unaudited) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3.0 $ 30.9 $ — $ 33.9 Accounts receivable, net — 172.5 53.5 — 226.0 Accounts receivable pledged — 84.5 — — 84.5 Inventories — 394.5 86.9 — 481.4 Prepaid and other current assets 2.2 44.6 13.1 — 59.9 Total current assets 2.2 699.1 184.4 — 885.7 Investment in unconsolidated affiliates — 35.2 0.9 — 36.1 Property, plant and equipment, net — 464.7 66.1 — 530.8 Goodwill — 420.6 110.8 11.6 543.0 Intangible assets, net — 752.3 97.5 7.5 857.3 Other assets 11.4 164.8 25.4 — 201.6 Equity investment in subsidiaries 860.0 — — (860.0 ) — Intercompany assets 1,422.8 — 6.5 (1,429.3 ) — Total assets $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 40.0 $ 118.4 $ 14.2 $ (40.0 ) $ 132.6 Accounts payable — 119.0 31.5 — 150.5 Other current liabilities 17.8 278.3 33.5 — 329.6 Total current liabilities 57.8 515.7 79.2 (40.0 ) 612.7 Long-term debt 1,883.0 1,140.9 102.1 (1,242.2 ) 1,883.8 Distributions in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 1.0 143.6 26.9 5.0 176.5 Equity investment in subsidiaries — 1.5 — (1.5 ) — Intercompany liabilities — 125.0 — (125.0 ) — Total liabilities 1,941.8 1,948.6 208.2 (1,403.7 ) 2,694.9 Total equity—controlling interest 354.6 588.1 283.4 (871.5 ) 354.6 Noncontrolling interest — — — 5.0 5.0 Total equity 354.6 588.1 283.4 (866.5 ) 359.6 Total liabilities and equity $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 |