0001546380-23-000025 | 10-Q | XBRL Viewer

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Jul. 01, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Outstanding Derivative Contracts

The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases:

Commodity

July 1,
2023

July 2,
2022

September 30,
2022

Urea

51,000 tons

79,500 tons

54,000 tons

Diesel

2,268,000 gallons

4,074,000 gallons

3,150,000 gallons

Heating Oil

1,008,000 gallons

1,470,000 gallons

1,218,000 gallons

Schedule of the Fair Values of Derivative Instruments

The fair values of the Company’s derivative instruments, which represent Level 2 fair value measurements, were as follows:


		Assets / (Liabilities)
Derivatives Designated as Hedging Instruments	Balance Sheet Location	July 1, 2023		July 2, 2022		September 30, 2022

Interest rate swap agreements	Prepaid and other current assets	$	16.3	$	8.0	$	12.8
	Other assets	13.1		12.3		18.2


Commodity hedging instruments	Prepaid and other current assets	—		1.7		2.4
	Other current liabilities	(0.9)		(2.4)		—
Total derivatives designated as hedging instruments		$	28.5	$	19.6	$	33.4

Derivatives Not Designated as Hedging Instruments	Balance Sheet Location
Currency forward contracts	Prepaid and other current assets	$	—	$	3.0	$	3.4
	Other current liabilities	(2.0)		—		—
Commodity hedging instruments	Prepaid and other current assets	—		3.1		0.4
	Other current liabilities	(0.4)		—		—
Total derivatives not designated as hedging instruments		(2.4)		6.1		3.8
Total derivatives		$	26.1	$	25.7	$	37.2

Schedule of the Effect of Derivative Instruments on AOCI and Statements of Operations

The effect of derivative instruments on AOCL, net of tax, and the Condensed Consolidated Statements of Operations for each of the periods presented was as follows:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain / (Loss) Recognized in AOCL
	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Interest rate swap agreements	$	8.0	$	1.3	$	7.3	$	15.7
Commodity hedging instruments	(0.8)		(10.3)		(9.7)		1.1
Total	$	7.2	$	(9.0)	$	(2.4)	$	16.8


Derivatives in Cash Flow Hedging Relationships	Reclassified from AOCL into Statement of Operations	Amount of Gain / (Loss)
		Three Months Ended				Nine Months Ended
		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Interest rate swap agreements	Interest expense	$	3.9	$	(0.4)	$	9.0	$	(2.6)
Commodity hedging instruments	Cost of sales	(0.7)		(1.0)		6.1		5.6
Total		$	3.2	$	(1.4)	$	15.1	$	3.0


Derivatives Not Designated as Hedging Instruments	Recognized in Statement of Operations	Amount of Gain / (Loss)
		Three Months Ended				Nine Months Ended
		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Currency forward contracts	Other income / expense, net	$	(2.9)	$	11.3	$	(19.5)	$	16.3
Commodity hedging instruments	Cost of sales	(1.0)		4.6		(0.1)		11.1
Total		$	(3.9)	$	15.9	$	(19.6)	$	27.4

SEGMENT INFORMATION - Net Sales by Geographic Area (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Segment Reporting Information [Line Items]
Net sales	$ 1,118.7	$ 1,186.1	$ 3,176.8	$ 3,430.4
United States
Segment Reporting Information [Line Items]
Net sales	1,008.3	1,051.0	2,920.5	3,133.2
International
Segment Reporting Information [Line Items]
Net sales	$ 110.4	$ 135.1	$ 256.3	$ 297.2

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 606
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+ Details

DEBT

9 Months Ended

Jul. 01, 2023

Debt Disclosure [Abstract]

DEBT

The components of debt are as follows:


	July 1, 2023		July 2, 2022		September 30, 2022

Credit Facilities:
Revolving loans	$	145.1	$	617.4	$	300.5
Term loans	937.5		987.5		975.0
Senior Notes due 2031 – 4.000%	500.0		500.0		500.0
Senior Notes due 2032 – 4.375%	400.0		400.0		400.0
Senior Notes due 2029 – 4.500%	450.0		450.0		450.0
Senior Notes due 2026 – 5.250%	250.0		250.0		250.0

Receivables facility	398.0		250.0		75.0
Finance lease obligations	17.4		29.3		28.9
Other	0.8		15.9		12.7
Total debt	3,098.8		3,500.1		2,992.1
Less current portions	450.7		322.0		144.3
Less unamortized debt issuance costs	19.3		22.5		21.6
Long-term debt	$	2,628.8	$	3,155.6	$	2,826.2

Credit Facilities

On April 8, 2022, the Company entered into a sixth amended and restated credit agreement (the “Sixth A&R Credit Agreement”), providing the Company and certain of its subsidiaries with five-year senior secured loan facilities in the aggregate principal amount of $2,500.0, comprised of a revolving credit facility of $1,500.0 and a term loan in the original principal amount of $1,000.0 (the “Sixth A&R Credit Facilities”). The Sixth A&R Credit Agreement will terminate on April 8, 2027. The Sixth A&R Credit Facilities are available for the issuance of letters of credit up to $100.0. The terms of the Sixth A&R Credit Agreement include customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default.

Under the terms of the Sixth A&R Credit Agreement, loans bear interest, at the Company’s election, at a rate per annum equal to either (i) the Alternate Base Rate plus the Applicable Spread (each, as defined in the Sixth A&R Credit Agreement) or (ii) the Adjusted Term SOFR Rate for the Interest Period in effect for such borrowing plus the Applicable Spread (all as defined in the Sixth A&R Credit Agreement). Swingline Loans bear interest at the applicable Swingline Rate set forth in the Sixth A&R Credit Agreement. Interest rates for other select non-U.S. dollar borrowings, including borrowings denominated in euro, Pounds Sterling and Canadian dollars, are based on separate interest rate indices, as set forth in the Sixth A&R Credit Agreement.

On June 8, 2022, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Sixth A&R Credit Agreement. Amendment No. 1 increased the maximum permitted leverage ratio for the quarterly leverage covenant until April 1, 2024. Amendment No. 1 also increased the interest rate applicable to borrowings under the revolving credit facility by 35 bps and the term loan facility by 50 bps, and increased the annual facility fee rate on the revolving credit facility by 15 bps, in each case, when the Company’s quarterly-tested leverage ratio exceeded 4.75.

On July 31, 2023, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Sixth A&R Credit Agreement. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement was amended to (i) reduce the revolving loan commitments by $250.0; (ii) increase the maximum permitted leverage ratio for the quarterly leverage covenant until the earlier of (a) October 1, 2025 and (b) subject to certain conditions specified in Amendment No. 2, the termination by the Company of such adjustment (such period, the “Leverage Adjustment Period”); (iii) replace the interest coverage covenant with a fixed charge coverage covenant; (iv) increase the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 0.25% for each existing pricing tier and add a pricing tier that is applicable for periods when the leverage ratio is in excess of 6.0; (v) limit the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) add the Company’s intellectual property (subject to certain agreed exceptions) as collateral to secure its obligations under the Sixth A&R Credit Agreement. Additionally, Amendment No. 2 limits the Company’s ability to declare or pay any discretionary dividends, distributions or other restricted payments during the Leverage Adjustment Period to only the payment of (i) regularly scheduled cash dividends to holders of its Common Shares in an aggregate amount not to exceed $225.0 per fiscal year and (ii) other dividends, distributions or other restricted payments in an aggregate amount not to exceed $25.0. Amendment No. 2 also requires pro forma compliance with certain leverage levels specified in Amendment No. 2 with respect to the Company’s ability to make certain investments. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement is secured by (i) a perfected first priority security interest in all of the accounts receivable, inventory, equipment and intellectual property of Scotts Miracle-Gro and certain of its domestic subsidiaries and (ii) the pledge of all of the capital stock of certain of Scotts Miracle-Gro’s domestic subsidiaries and a portion of the capital stock of certain of its foreign subsidiaries.

At July 1, 2023, the Company had letters of credit outstanding in the aggregate principal amount of $5.0 and had $1,349.9 of borrowing availability under the Sixth A&R Credit Agreement. The weighted average interest rates on average borrowings under the credit facilities, excluding the impact of interest rate swaps, were 7.3% and 2.1% for the nine months ended July 1, 2023 and July 2, 2022, respectively.

The Sixth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding the Company’s leverage ratio determined as of the end of each of its fiscal quarters calculated as average total indebtedness, divided by the Company’s earnings before interest, taxes, depreciation and amortization, as adjusted pursuant to the terms of Amendment No. 2 (“Adjusted EBITDA”). Pursuant to Amendment No. 2, the maximum permitted leverage ratio is (i) 7.00 for the third quarter of fiscal 2023, (ii) 7.75 for the fourth quarter of fiscal 2023, (iii) 8.25 for the first quarter of fiscal 2024, (iv) 7.75 for the second quarter of fiscal 2024, (v) 6.50 for the third quarter of fiscal 2024, (vi) 6.00 for the fourth quarter of fiscal 2024, (vii) 5.50 for the first quarter of fiscal 2025, (viii) 5.25 for the second quarter of fiscal 2025, (ix) 5.00 for the third quarter of fiscal 2025, (x) 4.75 for the fourth quarter of fiscal 2025, and (xi) 4.50 for the first quarter of fiscal 2026 and thereafter. The Company’s leverage ratio was 6.15 at July 1, 2023. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement also contains an affirmative covenant regarding the Company’s fixed charge coverage ratio determined as of the end of each of its fiscal quarters ending on or after September 30, 2023. The fixed charge coverage ratio is calculated as Adjusted EBITDA minus capital expenditures and expense for taxes paid in cash, divided by the sum of interest expense plus restricted payments, as described in Amendment No. 2. The minimum required fixed charge coverage ratio is (i) 0.75 for the fourth quarter of fiscal 2023 through the third quarter of fiscal 2024 and (ii) 1.00 for the fourth quarter of fiscal 2024 and thereafter.

As of July 1, 2023, the Company was in compliance with all applicable covenants in the agreements governing its debt. Based on the Company’s projections of its financial performance for the twelve-month period subsequent to the date of the filing of this Form 10-Q, the Company expects to remain in compliance with the financial covenants under the Sixth A&R Credit Agreement. However, the Company’s assessment of its ability to meet its future obligations is inherently subjective, judgment-based, and susceptible to change based on future events. A covenant violation may result in an event of default.

Such a default would allow the lenders under the Sixth A&R Credit Agreement to accelerate the maturity of the indebtedness thereunder and would also implicate cross-default provisions under the Senior Notes, as defined below, and cause the Senior Notes to become due and payable at that time. As of July 1, 2023, the Company’s indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $2,682.6. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay these outstanding amounts in the event of default.

As part of its contingency planning to address potential future circumstances that could result in noncompliance, the Company has contemplated alternative plans including additional restructuring activities to reduce operating expenses and certain cash management strategies that are within the Company’s control. Additionally, the Company has contemplated alternative plans that are subject to market conditions and not in the Company’s control, including, among others, discussions with its lenders to amend the terms of its financial covenants under the Sixth A&R Credit Agreement and generating cash by completing other financing transactions, which may include issuing equity. There is no assurance that the Company will be successful in implementing these alternative plans.

Senior Notes

On December 15, 2016, Scotts Miracle-Gro issued $250.0 aggregate principal amount of 5.250% Senior Notes due 2026 (the “5.250% Senior Notes”). The 5.250% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 5.250% Senior Notes have interest payment dates of June 15 and December 15 of each year.

On October 22, 2019, Scotts Miracle-Gro issued $450.0 aggregate principal amount of 4.500% Senior Notes due 2029 (the “4.500% Senior Notes”). The 4.500% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.500% Senior Notes have interest payment dates of April 15 and October 15 of each year.

On March 17, 2021, Scotts Miracle-Gro issued $500.0 aggregate principal amount of 4.000% Senior Notes due 2031 (the “4.000% Senior Notes”). The 4.000% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.000% Senior Notes have interest payment dates of April 1 and October 1 of each year.

On August 13, 2021, Scotts Miracle-Gro issued $400.0 aggregate principal amount of 4.375% Senior Notes due 2032 (the “4.375% Senior Notes”). The 4.375% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.375% Senior Notes have interest payment dates of February 1 and August 1 of each year.

Substantially all of Scotts Miracle-Gro’s directly and indirectly owned domestic subsidiaries serve as guarantors of the 5.250% Senior Notes, the 4.500% Senior Notes, the 4.000% Senior Notes and the 4.375% Senior Notes.

Receivables Facility

On April 7, 2017, the Company entered into a Master Repurchase Agreement (including the annexes thereto, the “Repurchase Agreement”) and a Master Framework Agreement, as amended (the “Framework Agreement” and, together with the Repurchase Agreement, the “Receivables Facility”). Under the Receivables Facility, the Company may sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers and simultaneously agree to repurchase the receivables on a weekly basis. The eligible accounts receivable consist of accounts receivable generated by sales to three specified customers. The eligible amount of customer accounts receivable which may be sold under the Receivables Facility is $400.0 and the commitment amount during the seasonal commitment period that began on February 24, 2023 and ended on June 16, 2023 was $160.0. The Receivables Facility expires on August 18, 2023.

The Company accounts for the sale of receivables under the Receivables Facility as short-term debt and continues to carry the receivables on its Condensed Consolidated Balance Sheets, primarily as a result of the Company’s requirement to repurchase receivables sold. As of July 1, 2023 and July 2, 2022, there were $398.0 and $250.0, respectively, in borrowings on receivables pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was $442.2 and $277.8, respectively.

Interest Rate Swap Agreements

The Company enters into interest rate swap agreements with major financial institutions that effectively convert a portion of the Company’s variable-rate debt to a fixed rate. Interest payments made between the effective date and expiration date are hedged by the swap agreements. Swap agreements that were hedging interest payments as of July 1, 2023, July 2, 2022 and September 30, 2022 had a maximum total U.S. dollar equivalent notional amount of $600.0, $800.0, and $800.0 respectively.

The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at July 1, 2023 are shown in the table below:


Notional Amount ($)		Effective Date (a)	Expiration Date	Fixed Rate
200	(b)	1/20/2022	6/20/2024	0.49	%
200		6/7/2023	6/8/2026	0.80	%
150		6/7/2023	4/7/2027	3.37	%
50		6/7/2023	4/7/2027	3.34	%

(a)The effective date refers to the date on which interest payments are first hedged by the applicable swap agreement.

(b)Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time.

Weighted Average Interest Rate

The weighted average interest rates on the Company’s debt, including the impact of interest rate swaps, were 5.3% and 3.4% for the nine months ended July 1, 2023 and July 2, 2022, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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+ Details

FAIR VALUE MEASUREMENTS - Summary of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022	Aug. 13, 2021	Mar. 17, 2021	Oct. 22, 2019	Dec. 15, 2016
Senior notes \| 4.000% Senior Notes
Liabilities
Interest rate of debt (percentage)	4.00%	4.00%	4.00%		4.00%
Senior notes \| 4.375% Senior Notes
Liabilities
Interest rate of debt (percentage)	4.375%	4.375%	4.375%	4.375%
Senior notes \| 4.500% Senior Notes
Liabilities
Interest rate of debt (percentage)	4.50%	4.50%	4.50%			4.50%
Senior notes \| 5.250% Senior Notes
Liabilities
Interest rate of debt (percentage)	5.25%	5.25%	5.25%				5.25%
Carrying Amount \| Fair value, inputs, level 1 \| Fair Value, Measurements, Recurring
Assets
Cash equivalents	$ 2.7	$ 64.3	$ 13.4
Carrying Amount \| Fair value, inputs, level 1 \| Fair Value, Measurements, Recurring \| Investment securities in non-qualified retirement plan assets
Assets
Other	41.0	38.4	40.3
Carrying Amount \| Fair value, inputs, level 3 \| Fair Value, Measurements, Recurring \| Convertible debt investments
Assets
Other	86.5	117.0	139.1
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Credit facilities \| Revolving loans
Liabilities
Debt instruments	145.1	300.5	617.4
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Credit facilities \| Term loans
Liabilities
Debt instruments	937.5	975.0	987.5
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.000% Senior Notes
Liabilities
Debt instruments	500.0	500.0	500.0
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.375% Senior Notes
Liabilities
Debt instruments	400.0	400.0	400.0
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.500% Senior Notes
Liabilities
Debt instruments	450.0	450.0	450.0
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 5.250% Senior Notes
Liabilities
Debt instruments	250.0	250.0	250.0
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Receivables facility
Liabilities
Debt instruments	398.0	75.0	250.0
Carrying Amount \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Other debt
Liabilities
Debt instruments	0.8	12.7	15.9
Estimated Fair Value \| Fair value, inputs, level 1 \| Fair Value, Measurements, Recurring
Assets
Cash equivalents	2.7	64.3	13.4
Estimated Fair Value \| Fair value, inputs, level 1 \| Fair Value, Measurements, Recurring \| Investment securities in non-qualified retirement plan assets
Assets
Other	41.0	38.4	40.3
Estimated Fair Value \| Fair value, inputs, level 3 \| Fair Value, Measurements, Recurring \| Convertible debt investments
Assets
Other	86.5	117.0	139.1
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Credit facilities \| Revolving loans
Liabilities
Debt instruments	145.1	300.5	617.4
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Credit facilities \| Term loans
Liabilities
Debt instruments	937.5	975.0	987.5
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.000% Senior Notes
Liabilities
Debt instruments	392.5	350.6	373.1
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.375% Senior Notes
Liabilities
Debt instruments	316.0	284.0	302.0
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 4.500% Senior Notes
Liabilities
Debt instruments	389.3	325.7	365.1
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Senior notes \| 5.250% Senior Notes
Liabilities
Debt instruments	236.9	230.0	232.5
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Receivables facility
Liabilities
Debt instruments	398.0	75.0	250.0
Estimated Fair Value \| Fair value, inputs, level 2 \| Fair Value, Measurements, Recurring \| Other debt
Liabilities
Debt instruments	$ 0.8	$ 12.7	$ 15.9

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Not Designated as Hedging Instrument \| Currency forward contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 121.7	$ 178.6	$ 167.7
Designated as Hedging Instruments \| Interest rate swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	600.0	$ 800.0	$ 800.0
(Gain) loss related to interest rate swap agreements expected to be reclassified	(12.0)
Designated as Hedging Instruments \| Commodity hedging instruments
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) related to commodity hedges expected to be reclassified	$ (5.0)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jul. 01, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) and its subsidiaries (collectively, with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Company’s products are sold in North America, Europe and Asia.

The Company’s North America consumer lawn and garden business is highly seasonal, with approximately 75% of its annual net sales occurring in the second and third fiscal quarters. The Company’s Hawthorne segment sales are also impacted by seasonal patterns for certain product categories due to the timing of outdoor growing in North America during the second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during the third and fourth fiscal quarters.

Organization and Basis of Presentation

The Company’s unaudited condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. In the opinion of management, interim results reflect all normal and recurring adjustments and are not necessarily indicative of results for a full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, this Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023 (this “Form 10-Q”) should be read in conjunction with Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “2022 Annual Report”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.

The Company’s Condensed Consolidated Balance Sheet at September 30, 2022 has been derived from the Company’s audited Consolidated Balance Sheet at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

Long-Lived Assets

The Company had non-cash investing activities of $7.6 and $13.3 during the nine months ended July 1, 2023 and July 2, 2022, respectively, representing unpaid liabilities to acquire property, plant and equipment.

Statements of Cash Flows

Supplemental cash flow information was as follows:


	Nine Months Ended
	July 1, 2023		July 2, 2022

Interest paid	$	143.3	$	87.8

Income tax payments (refunds), net	(15.4)		26.9

Cash flow from operating activities for the nine months ended July 1, 2023 was favorably impacted by extended payment terms with vendors for payments originally due in the final weeks of the third quarter of fiscal 2023 that were paid in the fourth quarter of fiscal 2023. The Company also received proceeds of $37.0 during the nine months ended July 1, 2023 related to the payoff of seller financing that the Company provided in connection with a fiscal 2017 divestiture, which was classified as an investing activity in the Condensed Consolidated Statements of Cash Flows.

DEBT - Receivables Facility (Details) $ in Millions	Apr. 07, 2017 USD ($) customer	Jul. 01, 2023 USD ($)	Jul. 02, 2022 USD ($)
Master Repurchase And Framework Agreements, The Amendments
Debt Instrument [Line Items]
Number of customers \| customer	3
Financing receivable, before allowance for credit loss	$ 400.0
Line of credit facility, maximum amount outstanding during period	$ 160.0
Receivables Facility
Debt Instrument [Line Items]
Receivables facility borrowings		$ 398.0	$ 250.0
Receivables facility \| Asset Pledged as Collateral
Debt Instrument [Line Items]
Financing receivable pledged as collateral		$ 442.2	$ 277.8

INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022	Dec. 31, 2020
Investments in and Advances to Affiliates [Line Items]
Equity in income of unconsolidated affiliates	$ 22.2	$ 15.1	$ 3.5	$ 1.3
Bonnie Plants
Investments in and Advances to Affiliates [Line Items]
Equity ownership percentage	45.00%		45.00%		50.00%

CONTINGENCIES (Details) $ in Millions	Jul. 01, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Accrual for environmental actions	$ 2.5

SEGMENT INFORMATION - Net Sales, Profit (Loss), and Assets by Segment (Details) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023 USD ($)	Jul. 02, 2022 USD ($)	Jul. 01, 2023 USD ($) segment	Jul. 02, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| segment			3
Segment Reporting Information [Line Items]
Net sales	$ 1,118.7	$ 1,186.1	$ 3,176.8	$ 3,430.4
Impairment, restructuring and other	(1.7)	(658.4)	(32.0)	(660.2)
Equity in income of unconsolidated affiliates	22.2	15.1	3.5	1.3
Interest expense	(47.1)	(31.0)	(138.1)	(83.1)
Other non-operating income (expense), net	(0.4)	1.7	0.2	5.4
Continuing Operations
Segment Reporting Information [Line Items]
Income (loss) before income taxes	52.0	(576.7)	107.3	(286.5)
Intangible asset amortization	(6.7)	(9.2)	(20.8)	(28.5)
Impairment, restructuring and other	(34.5)	(724.2)	(193.7)	(731.3)
Equity in income of unconsolidated affiliates	22.2	15.1	3.5	1.3
Interest expense	(47.1)	(31.0)	(138.1)	(83.1)
Other non-operating income (expense), net	(0.4)	1.7	0.2	5.4
Continuing Operations \| Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	121.9	196.1	533.6	645.4
Continuing Operations \| Corporate
Segment Reporting Information [Line Items]
Income (loss) before income taxes	(3.4)	(25.2)	(77.4)	(95.7)
U.S. Consumer
Segment Reporting Information [Line Items]
Net sales	916.4	904.5	2,642.7	2,626.7
U.S. Consumer \| Growing media and mulch
Segment Reporting Information [Line Items]
Net sales	552.9	488.7	1,167.2	1,110.7
U.S. Consumer \| Continuing Operations \| Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	124.8	181.1	553.5	620.7
Hawthorne
Segment Reporting Information [Line Items]
Net sales	93.4	154.5	317.6	547.7
Hawthorne \| Growing environments
Segment Reporting Information [Line Items]
Net sales	13.1	27.9	54.6	116.3
Hawthorne \| Continuing Operations \| Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	(8.7)	4.1	(41.7)	2.0
Other
Segment Reporting Information [Line Items]
Net sales	108.9	127.1	216.5	256.0
Other \| Continuing Operations \| Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	$ 5.8	$ 10.9	$ 21.8	$ 22.7

EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Other comprehensive income (loss) before reclassifications	$ 13.0	$ (103.7)	$ (25.8)	$ (74.1)
Amounts reclassified from accumulated other comprehensive net income (loss)	(5.1)	6.8	(25.4)	3.5
Income tax benefit (expense)	(1.3)	20.6	15.2	12.3
Total other comprehensive income (loss)	6.6	(76.3)	(35.9)	(58.3)
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity beginning balance	(187.1)	(48.4)	(144.6)	(66.4)
Total other comprehensive income (loss)	6.6	(76.3)
Equity ending balance	(180.5)	(124.7)	(180.5)	(124.7)
Foreign Currency Translation Adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity beginning balance	(20.7)	(7.3)	(28.9)	(1.7)
Other comprehensive income (loss) before reclassifications	2.7	(12.3)	10.9	(17.9)
Amounts reclassified from accumulated other comprehensive net income (loss)	0.0	0.0	0.0	0.0
Income tax benefit (expense)	0.0	0.0	0.0	0.0
Total other comprehensive income (loss)	2.7	(12.3)	10.9	(17.9)
Equity ending balance	(18.0)	(19.6)	(18.0)	(19.6)
Net Unrealized Gain (Loss) On Derivative Instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity beginning balance	11.8	31.5	33.3	10.2
Other comprehensive income (loss) before reclassifications	9.7	(12.2)	(3.2)	22.7
Amounts reclassified from accumulated other comprehensive net income (loss)	(4.3)	1.9	(20.3)	(4.1)
Income tax benefit (expense)	(1.4)	2.7	5.9	(4.8)
Total other comprehensive income (loss)	4.0	(7.6)	(17.5)	13.8
Equity ending balance	15.8	23.9	15.8	23.9
Net Unrealized Gain (Loss) On Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity beginning balance	(105.7)	(2.1)	(79.7)	(2.3)
Other comprehensive income (loss) before reclassifications	0.6	(79.2)	(33.5)	(78.9)
Amounts reclassified from accumulated other comprehensive net income (loss)	0.0	0.0	0.0	0.0
Income tax benefit (expense)	(0.1)	19.2	8.0	19.1
Total other comprehensive income (loss)	0.5	(60.0)	(25.5)	(59.8)
Equity ending balance	(105.2)	(62.1)	(105.2)	(62.1)
Pension and Other Post-Retirement Benefit Adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity beginning balance	(72.6)	(70.5)	(69.3)	(72.5)
Other comprehensive income (loss) before reclassifications	0.0	0.0	0.0	0.0
Amounts reclassified from accumulated other comprehensive net income (loss)	(0.8)	4.9	(5.1)	7.6
Income tax benefit (expense)	0.2	(1.3)	1.3	(2.0)
Total other comprehensive income (loss)	(0.6)	3.6	(3.8)	5.6
Equity ending balance	$ (73.2)	$ (67.0)	$ (73.2)	$ (67.0)

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jul. 01, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring Basis

The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:


	Fair Value Hierarchy Level	July 1, 2023				July 2, 2022				September 30, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Cash equivalents	Level 1	$	2.7	$	2.7	$	13.4	$	13.4	$	64.3	$	64.3




Other
Investment securities in non-qualified retirement plan assets	Level 1	41.0		41.0		40.3		40.3		38.4		38.4


Convertible debt investments	Level 3	86.5		86.5		139.1		139.1		117.0		117.0

Liabilities




Debt instruments
Credit facilities – revolving loans	Level 2	145.1		145.1		617.4		617.4		300.5		300.5
Credit facilities – term loans	Level 2	937.5		937.5		987.5		987.5		975.0		975.0
Senior Notes due 2031 – 4.000%	Level 2	500.0		392.5		500.0		373.1		500.0		350.6
Senior Notes due 2032 – 4.375%	Level 2	400.0		316.0		400.0		302.0		400.0		284.0
Senior Notes due 2029 – 4.500%	Level 2	450.0		389.3		450.0		365.1		450.0		325.7
Senior Notes due 2026 – 5.250%	Level 2	250.0		236.9		250.0		232.5		250.0		230.0

Receivables facility	Level 2	398.0		398.0		250.0		250.0		75.0		75.0

Other debt	Level 2	0.8		0.8		15.9		15.9		12.7		12.7

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Changes in the balance of Level 3 convertible debt investments carried at fair value are presented below. There were no transfers into or out of Level 3.


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Fair value at beginning of period	$	84.8	$	192.4	$	117.0	$	190.3
Purchases	—		25.0		—		25.0
Total realized / unrealized gains included in net earnings	1.1		0.9		3.0		2.7
Total realized / unrealized gains (losses) included in OCI	0.6		(79.2)		(33.5)		(78.9)
Fair value at end of period	$	86.5	$	139.1	$	86.5	$	139.1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Values of Derivative Instruments (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Fair value, inputs, level 2
Derivatives, Fair Value [Line Items]
Total derivatives	$ 26.1	$ 37.2	$ 25.7
Designated as Hedging Instruments \| Interest rate swap agreements \| Other assets
Derivatives, Fair Value [Line Items]
Derivative asset	13.1	18.2	12.3
Designated as Hedging Instruments \| Interest rate swap agreements \| Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Derivative asset	16.3	12.8	8.0
Designated as Hedging Instruments \| Fair value, inputs, level 2
Derivatives, Fair Value [Line Items]
Total derivatives	28.5	33.4	19.6
Designated as Hedging Instruments \| Fair value, inputs, level 2 \| Commodity hedging instruments \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liability	(0.9)	0.0	(2.4)
Designated as Hedging Instruments \| Fair value, inputs, level 2 \| Commodity hedging instruments \| Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Derivative asset	0.0	2.4	1.7
Not Designated as Hedging Instrument \| Fair value, inputs, level 2
Derivatives, Fair Value [Line Items]
Total derivatives	(2.4)	3.8	6.1
Not Designated as Hedging Instrument \| Fair value, inputs, level 2 \| Currency forward contracts \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liability	(2.0)	0.0	0.0
Not Designated as Hedging Instrument \| Fair value, inputs, level 2 \| Currency forward contracts \| Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Derivative asset	0.0	3.4	3.0
Not Designated as Hedging Instrument \| Fair value, inputs, level 2 \| Commodity hedging instruments \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liability	(0.4)	0.0	0.0
Not Designated as Hedging Instrument \| Fair value, inputs, level 2 \| Commodity hedging instruments \| Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Derivative asset	$ 0.0	$ 0.4	$ 3.1

ACQUISITIONS AND INVESTMENTS - Cyco (Details) - USD ($) $ in Millions	Apr. 28, 2022	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Business Acquisition [Line Items]
Goodwill		$ 254.5	$ 254.0	$ 254.7
Hawthorne
Business Acquisition [Line Items]
Goodwill				$ 0.0
Cyco
Business Acquisition [Line Items]
Contingent consideration, maximum payout	$ 10.0
Cyco \| Hawthorne
Business Acquisition [Line Items]
Consideration for the acquisition	37.3
Contingent consideration, liability	3.1
Inventory	1.3
Finite-lived intangible assets acquired	10.5
Goodwill	$ 25.6
Cyco \| Hawthorne \| Minimum
Business Acquisition [Line Items]
Intangible assets amortization period	5 years
Cyco \| Hawthorne \| Maximum
Business Acquisition [Line Items]
Intangible assets amortization period	25 years

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effect of Derivative Instruments on AOCI and Statements of Operations (Details) - Fair value, inputs, level 2 - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in Earnings	$ (3.9)	$ 15.9	$ (19.6)	$ 27.4
Not Designated as Hedging Instrument \| Commodity hedging instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in Earnings	$ (1.0)	$ 4.6	$ (0.1)	$ 11.1
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of sales	Cost of sales	Cost of sales	Cost of sales
Not Designated as Hedging Instrument \| Currency forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in Earnings	$ (2.9)	$ 11.3	$ (19.5)	$ 16.3
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Operating Income (Expense), Net	Other Operating Income (Expense), Net	Other Operating Income (Expense), Net	Other Operating Income (Expense), Net
Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in AOCL	$ 7.2	$ (9.0)	$ (2.4)	$ 16.8
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings	3.2	(1.4)	15.1	3.0
Cash Flow Hedging \| Interest rate swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in AOCL	8.0	1.3	7.3	15.7
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings	$ 3.9	$ (0.4)	$ 9.0	$ (2.6)
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest expense	Interest expense	Interest expense	Interest expense
Cash Flow Hedging \| Commodity hedging instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain / (Loss) Recognized in AOCL	$ (0.8)	$ (10.3)	$ (9.7)	$ 1.1
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings	$ (0.7)	$ (1.0)	$ 6.1	$ 5.6
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of sales	Cost of sales	Cost of sales	Cost of sales

EARNINGS PER COMMON SHARE

9 Months Ended

Jul. 01, 2023

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

The following table sets forth a reconciliation of the weighted average number of shares outstanding (in millions) used to calculate basic and diluted net income (loss) per Common Share:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022



Net income (loss)	$	43.7	$	(443.9)	$	88.3	$	(217.5)


Basic net income (loss) per common share
Weighted-average common shares outstanding during the period	56.2		55.4		55.9		55.6
Basic net income (loss) per common share	$	0.78	$	(8.01)	$	1.58	$	(3.91)


Diluted net income (loss) per common share
Weighted-average common shares outstanding during the period	56.2		55.4		55.9		55.6
Dilutive potential common shares	0.4		—		0.4		—
Weighted-average common shares outstanding during the period plus dilutive potential common shares	56.6		55.4		56.3		55.6


Diluted net income (loss) per common share	$	0.77	$	(8.01)	$	1.57	$	(3.91)

Antidilutive stock options outstanding	0.2		0.2		0.4		0.2

Diluted average common shares used in the diluted loss per common share calculation for the three and nine months ended July 2, 2022 were 55.4 million and 55.6 million, respectively, which excluded potential Common Shares of 0.4 million and 0.6 million, respectively, because the effect of their inclusion would be anti-dilutive as the Company incurred a net loss for the three and nine months ended July 2, 2022.

DEBT - Weighted Average Interest Rate (Details)	Jul. 01, 2023	Jul. 02, 2022
Debt Disclosure [Abstract]
Weighted average interest rate (percentage)	5.30%	3.40%

SEGMENT INFORMATION

9 Months Ended

Jul. 01, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

The Company divides its operations into three reportable segments: U.S. Consumer, Hawthorne and Other. U.S. Consumer consists of the Company’s consumer lawn and garden business in the United States. Hawthorne consists of the Company’s indoor and hydroponic gardening business. Other primarily consists of the Company’s consumer lawn and garden business outside the United States. This identification of reportable segments is consistent with how the segments report to and are managed by the chief operating decision maker of the Company. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the business segments.

The performance of each reportable segment is evaluated based on several factors, including income (loss) before income taxes, amortization, impairment, restructuring and other charges (“Segment Profit (Loss)”). Senior management uses Segment Profit (Loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment.

The following tables present financial information for the Company’s reportable segments for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Net Sales:
U.S. Consumer	$	916.4	$	904.5	$	2,642.7	$	2,626.7
Hawthorne	93.4		154.5		317.6		547.7
Other	108.9		127.1		216.5		256.0
Consolidated	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

Segment Profit (Loss):
U.S. Consumer	$	124.8	$	181.1	$	553.5	$	620.7
Hawthorne	(8.7)		4.1		(41.7)		2.0
Other	5.8		10.9		21.8		22.7
Total Segment Profit	121.9		196.1		533.6		645.4
Corporate	(3.4)		(25.2)		(77.4)		(95.7)
Intangible asset amortization	(6.7)		(9.2)		(20.8)		(28.5)

Impairment, restructuring and other	(34.5)		(724.2)		(193.7)		(731.3)
Equity in income of unconsolidated affiliates	22.2		15.1		3.5		1.3

Interest expense	(47.1)		(31.0)		(138.1)		(83.1)
Other non-operating income (expense), net	(0.4)		1.7		0.2		5.4
Income (loss) before income taxes	$	52.0	$	(576.7)	$	107.3	$	(286.5)

The following table presents net sales by product category for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

U.S. Consumer:
Growing media and mulch	$	552.9	$	488.7	$	1,167.2	$	1,110.7
Lawn care	165.0		219.0		844.7		878.9
Controls	113.7		102.2		306.5		298.9
Roundup® marketing agreement	30.7		30.8		121.7		115.5
Other, primarily gardening	54.1		63.8		202.6		222.7
Hawthorne:
Lighting	20.7		37.5		89.1		128.9
Nutrients	27.3		37.6		74.5		118.6
Growing environments	13.1		27.9		54.6		116.3
Growing media	17.3		25.6		53.6		96.3
Other, primarily hardware	15.0		25.9		45.8		87.6
Other:
Growing media	44.3		45.9		84.6		88.8
Lawn care	37.0		46.6		69.3		85.8
Other, primarily gardening and controls	27.6		34.6		62.6		81.4
Total net sales	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

The following table presents net sales by geographic area for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Net sales:
United States	$	1,008.3	$	1,051.0	$	2,920.5	$	3,133.2
International	110.4		135.1		256.3		297.2
	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

IMPAIRMENT, RESTRUCTURING AND OTHER

9 Months Ended

Jul. 01, 2023

Restructuring and Related Activities [Abstract]

IMPAIRMENT, RESTRUCTURING AND OTHER

Activity described herein is classified within the “Cost of sales—impairment, restructuring and other” and “Impairment, restructuring and other” lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges for each of the periods presented:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Cost of sales—impairment, restructuring and other:

Restructuring and other charges, net	$	28.6	$	58.8	$	134.3	$	61.3
Right-of-use asset impairments	3.7		—		19.1		—
Property, plant and equipment impairments	0.5		7.0		8.4		9.8
Operating expenses:

Restructuring and other charges, net	1.7		25.3		32.0		27.1
Goodwill and intangible asset impairments	—		633.1		—		633.1
Total impairment, restructuring and other charges	$	34.5	$	724.2	$	193.8	$	731.3

The following table summarizes the activity related to liabilities associated with restructuring activities during the nine months ended July 1, 2023:


Amounts accrued at September 30, 2022	$	31.5
Restructuring charges	30.6

Payments	(35.2)
Amounts accrued at July 1, 2023	$	26.9

As of July 1, 2023, restructuring accruals include $8.5 that is classified as long-term.

During fiscal 2022, the Company began implementing a series of Company-wide organizational changes and initiatives intended to create operational and management-level efficiencies. As part of this restructuring initiative, the Company is reducing the size of its supply chain network, reducing staffing levels and implementing other cost-reduction initiatives. During the second quarter of fiscal 2023, the Company accelerated the optimization of its Hawthorne supply chain network by announcing the closure of four additional distribution centers. In addition, to reduce its on hand inventory to align with the

optimized network capacity, the Company sold its non-core HurricaneTM branded fans business for $5.0 during the second quarter of fiscal 2023 and has commenced plans to accelerate the reduction of certain other Hawthorne inventory, primarily lighting, growing environments and hardware products. During the third quarter of fiscal 2023, the Company commenced plans to close several additional supply chain network facilities within its U.S. Consumer and Hawthorne segments. During the three and nine months ended July 1, 2023, the Company incurred costs of $34.5 and $185.8, respectively, associated with this restructuring initiative primarily related to inventory write-down charges, employee termination benefits, facility closure costs and impairment of right-of-use assets and property, plant and equipment. The Company incurred costs of $7.1 and $8.2 in its U.S. Consumer segment and $25.7 and $152.6 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 1, 2023, respectively. The Company incurred costs of $0.0 and $0.1 in its U.S. Consumer segment, $1.9 and $20.1 in its Hawthorne segment, $0.0 and $0.2 in its Other segment and $0.0 and $4.5 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 1, 2023, respectively. Costs incurred from the inception of this restructuring initiative through July 1, 2023 were $207.9 for the Hawthorne segment, $30.0 for the U.S. Consumer segment, $0.9 for the Other segment and $12.2 for Corporate.

During the three and nine months ended July 2, 2022, the Company incurred costs of $40.7 and $46.1, respectively, associated with this restructuring initiative primarily related to employee termination benefits and impairment of property, plant and equipment. The Company incurred costs of $9.5 in its U.S. Consumer segment and $10.4 and $15.6 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022, respectively. The Company incurred costs of $7.4 in its U.S. Consumer segment, $7.1 in its Hawthorne segment and $6.3 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022, respectively.

During the three and nine months ended July 2, 2022, the Company recognized non-cash, pre-tax goodwill and intangible asset impairment charges of $632.4 related to its Hawthorne segment in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations, comprised of $522.4 of goodwill impairment charges and $110.0 of finite-lived intangible asset impairment charges.

During the three and nine months ended July 2, 2022, the Company incurred inventory write-down charges of $45.9 in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with its decision to discontinue and exit the market for certain lighting products and brands.

DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022	Aug. 13, 2021	Mar. 17, 2021	Oct. 22, 2019	Dec. 15, 2016
Debt Instrument [Line Items]
Total debt	$ 3,098.8	$ 2,992.1	$ 3,500.1
Less current portions	450.7	144.3	322.0
Long-term debt	2,628.8	2,826.2	3,155.6
Credit Facilities \| Revolving loans
Debt Instrument [Line Items]
Total debt	145.1	300.5	617.4
Credit Facilities \| Term loans
Debt Instrument [Line Items]
Total debt	$ 937.5	$ 975.0	$ 987.5
Senior Notes \| 4.000% Senior Notes Due 2031
Debt Instrument [Line Items]
Interest rate of debt (percentage)	4.00%	4.00%	4.00%		4.00%
Total debt	$ 500.0	$ 500.0	$ 500.0
Senior Notes \| 4.375% Senior Notes Due 2032
Debt Instrument [Line Items]
Interest rate of debt (percentage)	4.375%	4.375%	4.375%	4.375%
Total debt	$ 400.0	$ 400.0	$ 400.0
Senior Notes \| 4.500% Senior Notes Due 2029
Debt Instrument [Line Items]
Interest rate of debt (percentage)	4.50%	4.50%	4.50%			4.50%
Total debt	$ 450.0	$ 450.0	$ 450.0
Senior Notes \| 5.250% Senior Notes Due 2026
Debt Instrument [Line Items]
Interest rate of debt (percentage)	5.25%	5.25%	5.25%				5.25%
Total debt	$ 250.0	$ 250.0	$ 250.0
Receivables facility
Debt Instrument [Line Items]
Total debt	398.0	75.0	250.0
Finance lease obligations
Debt Instrument [Line Items]
Total debt	17.4	28.9	29.3
Other
Debt Instrument [Line Items]
Total debt	0.8	12.7	15.9
Long-term debt
Debt Instrument [Line Items]
Less unamortized debt issuance costs	$ 19.3	$ 21.6	$ 22.5

EARNINGS PER COMMON SHARE - Calculation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss)	$ 43.7	$ (443.9)	$ 88.3	$ (217.5)
Basic net loss per common share:
Weighted-average common shares outstanding during the period (in shares)	56,200,000	55,400,000	55,900,000	55,600,000
Income (loss) from continuing operations (USD per share)	$ 0.78	$ (8.01)	$ 1.58	$ (3.91)
Diluted net income (loss) per common share
Weighted-average common shares outstanding during the period (in shares)	56,200,000	55,400,000	55,900,000	55,600,000
Dilutive potential Common Shares (in shares)	400,000	0	400,000	0
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares)	56,600,000	55,400,000	56,300,000	55,600,000
Diluted income (loss) per common share (USD per share)	$ 0.77	$ (8.01)	$ 1.57	$ (3.91)
Number of anti-dilutive potential common shares excluded from the calculation (in shares)		400,000		600,000
Options
Diluted net income (loss) per common share
Number of anti-dilutive potential common shares excluded from the calculation (in shares)	200,000	200,000	400,000	200,000

INVENTORIES (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 534.4	$ 926.2	$ 988.0
Raw materials	271.3	293.2	310.4
Work-in-process	79.2	124.1	109.2
Total	$ 884.9	$ 1,343.5	$ 1,407.6

INVESTMENT IN UNCONSOLIDATED AFFILIATES	9 Months Ended
INVESTMENT IN UNCONSOLIDATED AFFILIATES	Jul. 01, 2023
Equity Method Investments and Joint Ventures [Abstract]
INVESTMENTS IN UNCONSOLIDATED AFFILIATES	INVESTMENT IN UNCONSOLIDATED AFFILIATESOn December 31, 2020, the Company acquired a 50% equity interest in Bonnie Plants, LLC, a joint venture with Alabama Farmers Cooperative, Inc. (“AFC”) focused on planting, growing, developing, distributing, marketing and selling live plants. During the three months ended December 31, 2022, the Company and AFC agreed to amend the joint venture agreement to allow AFC to make an additional equity contribution to Bonnie Plants, LLC, and, subsequent to this contribution by AFC, the Company now owns a 45% equity interest in Bonnie Plants, LLC. The Company’s interest is accounted for using the equity method of accounting, with the Company’s proportionate share of Bonnie Plants, LLC’s earnings reflected in the Condensed Consolidated Statements of Operations. During the three and nine months ended July 1, 2023, the Company recorded equity in income of unconsolidated affiliates associated with Bonnie Plants, LLC of $22.2 and $3.5, respectively, as compared to $15.1 and $1.3 during the three and nine months ended July 2, 2022, respectively.

DEBT - Senior Notes - 4.500% (Details) - Senior notes - 4.500% Senior Notes - USD ($) $ in Millions	Oct. 22, 2019	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Debt Instrument [Line Items]
Proceeds from issuance of unsecured debt	$ 450.0
Interest rate of debt (percentage)	4.50%	4.50%	4.50%	4.50%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EQUITY (Tables)

9 Months Ended

Jul. 01, 2023

Equity [Abstract]

Summary of Changes in Equity

The following tables provide a summary of the changes in equity for each of the periods indicated:


	Common Shares and Capital in Excess of Stated Value		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Loss		Total Equity
Balance at September 30, 2022	$	364.0	$	1,020.1	$	(1,091.8)	$	(144.6)	$	147.7

Net income (loss)	—		(64.7)		—		—		(64.7)
Other comprehensive income (loss)	—		—		—		(24.6)		(24.6)
Share-based compensation	20.8		—		—		—		20.8
Dividends declared ($0.66 per share)	—		(37.5)		—		—		(37.5)
Treasury share purchases	—		—		(0.8)		—		(0.8)
Treasury share issuances	(17.2)		—		35.9		—		18.7



Balance at December 31, 2022	367.6		917.9		(1,056.7)		(169.3)		59.5

Net income (loss)	—		109.4		—		—		109.4
Other comprehensive income (loss)	—		—		—		(17.8)		(17.8)
Share-based compensation	37.2		—		—		—		37.2
Dividends declared ($0.66 per share)	—		(37.0)		—		—		(37.0)
Treasury share purchases	—		—		(5.6)		—		(5.6)
Treasury share issuances	(30.4)		—		22.3		—		(8.1)

Balance at April 1, 2023	374.3		990.3		(1,040.0)		(187.1)		137.5
Net income (loss)	—		43.7		—		—		43.7
Other comprehensive income (loss)	—		—		—		6.6		6.6
Share-based compensation	(5.8)		—		—		—		(5.8)
Dividends declared ($0.66 per share)	—		(37.2)		—		—		(37.2)
Treasury share purchases	—		—		(2.8)		—		(2.8)
Treasury share issuances	(18.0)		—		10.8		—		(7.2)

Balance at July 1, 2023	$	350.5	$	996.8	$	(1,032.0)	$	(180.5)	$	134.8

The sum of the components may not equal due to rounding.


	Common Shares and Capital in Excess of Stated Value		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Loss		Total Equity
Balance at September 30, 2021	$	477.0	$	1,605.1	$	(1,002.4)	$	(66.4)	$	1,013.3

Net income (loss)	—		(50.0)		—		—		(50.0)
Other comprehensive income (loss)	—		—		—		5.7		5.7
Share-based compensation	7.3		—		—		—		7.3
Dividends declared ($0.66 per share)	—		(37.3)		—		—		(37.3)
Treasury share purchases	—		—		(129.5)		—		(129.5)
Treasury share issuances	2.6		—		19.5		—		22.1



Balance at January 1, 2022	486.9		1,517.8		(1,112.4)		(60.7)		831.6
Net income (loss)	—		276.5		—		—		276.5
Other comprehensive income (loss)	—		—		—		12.3		12.3
Share-based compensation	15.9		—		—		—		15.9
Dividends declared ($0.66 per share)	—		(35.5)		—		—		(35.5)
Treasury share purchases	—		—		(128.1)		—		(128.1)
Treasury share issuances	(141.0)		—		143.3		—		2.3

Balance at April 2, 2022	361.8		1,758.8		(1,097.2)		(48.4)		975.0
Net income (loss)	—		(443.9)		—		—		(443.9)
Other comprehensive income (loss)	—		—		—		(76.3)		(76.3)
Share-based compensation	1.6		—		—		—		1.6
Dividends declared ($0.66 per share)	—		(38.0)		—		—		(38.0)
Treasury share purchases	—		—		(0.1)		—		(0.1)
Treasury share issuances	(1.4)		—		1.2		—		(0.2)
Balance at July 2, 2022	$	362.0	$	1,276.9	$	(1,096.1)	$	(124.7)	$	418.1

The sum of the components may not equal due to rounding.

Schedule of Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss (“AOCL”) by component were as follows for each of the periods indicated:


	Three Months Ended
	Foreign Currency Translation Adjustments		Net Unrealized Gain (Loss) On Derivative Instruments		Net Unrealized Gain (Loss) On Securities		Pension and Other Post-Retirement Benefit Adjustments		Accumulated Other Comprehensive Income (Loss)
Balance at April 1, 2023	$	(20.7)	$	11.8	$	(105.7)	$	(72.6)	$	(187.1)
Other comprehensive income (loss) before reclassifications	2.7		9.7		0.6		—		13.0
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(4.3)		—		(0.8)		(5.1)
Income tax benefit (expense)	—		(1.4)		(0.1)		0.2		(1.3)
Net current period other comprehensive income (loss)	2.7		4.0		0.5		(0.6)		6.6
Balance at July 1, 2023	$	(18.0)	$	15.8	$	(105.2)	$	(73.2)	$	(180.5)

Balance at April 2, 2022	$	(7.3)	$	31.5	$	(2.1)	$	(70.5)	$	(48.4)
Other comprehensive income (loss) before reclassifications	(12.3)		(12.2)		(79.2)		—		(103.7)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		1.9		—		4.9		6.8
Income tax benefit (expense)	—		2.7		19.2		(1.3)		20.6
Net current period other comprehensive income (loss)	(12.3)		(7.6)		(60.0)		3.6		(76.3)
Balance at July 2, 2022	$	(19.6)	$	23.9	$	(62.1)	$	(67.0)	$	(124.7)

The sum of the components may not equal due to rounding.


	Nine Months Ended
	Foreign Currency Translation Adjustments		Net Unrealized Gain (Loss) On Derivative Instruments		Net Unrealized Gain (Loss) On Securities		Pension and Other Post-Retirement Benefit Adjustments		Accumulated Other Comprehensive Income (Loss)
Balance at September 30, 2022	$	(28.9)	$	33.3	$	(79.7)	$	(69.3)	$	(144.6)
Other comprehensive income (loss) before reclassifications	10.9		(3.2)		(33.5)		—		(25.8)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(20.3)		—		(5.1)		(25.4)
Income tax benefit (expense)	—		5.9		8.0		1.3		15.2
Net current period other comprehensive income (loss)	10.9		(17.5)		(25.5)		(3.8)		(35.9)
Balance at July 1, 2023	$	(18.0)	$	15.8	$	(105.2)	$	(73.2)	$	(180.5)

Balance at September 30, 2021	$	(1.7)	$	10.2	$	(2.3)	$	(72.5)	$	(66.4)
Other comprehensive income (loss) before reclassifications	(17.9)		22.7		(78.9)		—		(74.1)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(4.1)		—		7.6		3.5
Income tax benefit (expense)	—		(4.8)		19.1		(2.0)		12.3
Net current period other comprehensive income (loss)	(17.9)		13.8		(59.8)		5.6		(58.3)
Balance at July 2, 2022	$	(19.6)	$	23.9	$	(62.1)	$	(67.0)	$	(124.7)

The sum of the components may not equal due to rounding.

Schedule of Share-Based Compensation

Total share-based compensation was as follows for each of the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Share-based compensation	$	(5.8)	$	1.6	$	52.2	$	24.8
Related tax benefit recognized	0.6		0.3		11.4		3.8

EQUITY - Dividends (Details) - $ / shares	3 Months Ended
EQUITY - Dividends (Details) - $ / shares	Jul. 01, 2023	Apr. 01, 2023	Dec. 31, 2022	Jul. 02, 2022	Apr. 02, 2022	Jan. 01, 2022
Equity [Abstract]
Dividends declared (USD per share)	$ 0.66	$ 0.66	$ 0.66	$ 0.66	$ 0.66	$ 0.66

ACQUISITIONS AND INVESTMENTS	9 Months Ended
ACQUISITIONS AND INVESTMENTS	Jul. 01, 2023
Business Combinations [Abstract]
ACQUISITIONS AND INVESTMENTS	ACQUISITIONS AND INVESTMENTS Cyco On April 28, 2022, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of S.J. Enterprises PTY LTD, d.b.a. Cyco (“Cyco”), an Australia-based provider of premium nutrients, additives and growing media products for indoor growing sold mostly in the United States, for an estimated purchase price of $37.3. The purchase price includes contingent consideration, a non-cash investing activity, with an initial fair value of $3.1 and a maximum payout of $10.0, which will be paid by the Company based on the achievement of certain performance metrics through December 31, 2024. Prior to the transaction, the Company served as the exclusive distributor of Cyco’s products in the United States. The valuation of the acquired assets included (i) $1.3 of inventory, (ii) $10.5 of finite-lived identifiable intangible assets and (iii) $25.6 of tax-deductible goodwill. Identifiable intangible assets included trade names, customer relationships and non-compete agreements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Luxx Lighting On December 30, 2021, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of Luxx Lighting, Inc., a provider of lighting products for indoor growing. The purchase price was $213.2, a portion of which was paid by the issuance of 0.1 million common shares of Scotts Miracle-Gro (“Common Shares”), a non-cash investing and financing activity, with a fair value of $21.0 based on the share price at the time of payment. The valuation of the acquired assets included (i) $32.8 of inventory and accounts receivable, (ii) $5.7 of other current assets, (iii) $24.2 of current liabilities, (iv) $47.3 of finite-lived identifiable intangible assets and (v) $151.6 of tax-deductible goodwill. Identifiable intangible assets included trade names, customer relationships and non-compete agreements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. True Liberty Bags On December 23, 2021, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of True Liberty Bags, a leading provider of liners and storage solutions to dry and cure plant products, for $10.1. The valuation of the acquired assets included (i) $1.1 of inventory, (ii) $5.8 of finite-lived identifiable intangible assets and (iii) $3.2 of tax-deductible goodwill. Identifiable intangible assets included trade names and customer relationships with useful lives of 15 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. The Hawthorne Collective On August 24, 2021, the Company’s wholly-owned subsidiary, The Hawthorne Collective, Inc. (“THC”), made its initial investment under the Company’s strategic minority non-equity investment initiative in the form of a $150.0 six-year convertible note issued to the Company by Toronto-based RIV Capital Inc. (“RIV Capital”) (CSE: RIV) (OTC: CNPOF), a cannabis investment and acquisition firm listed on the Canadian Securities Exchange. On April 22, 2022, pursuant to its follow-on investment rights, the Company made an additional investment in RIV Capital in the form of a $25.0 convertible note. The notes accrue interest at 2 percent annually for the first two years and mature on August 24, 2027. Accrued interest will be payable to THC at maturity or will be included in the conversion value of the notes at the time of conversion.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 22.3	$ 14.4	$ 16.8
Property, plant and equipment, accumulated depreciation	$ 805.3	$ 777.9	$ 778.4
Common shares stated value (USD per share)	$ 0.01	$ 0.01	$ 0.01
Common shares outstanding (shares)	56.1	55.5	55.4
Treasury shares, at cost (shares)	12.0	12.8	12.8

DEBT - Senior Notes - 5.250% (Details) - Senior notes - 5.250% Senior Notes - USD ($) $ in Millions	Dec. 15, 2016	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Debt Instrument [Line Items]
Interest rate of debt (percentage)	5.25%	5.25%	5.25%	5.25%
Proceeds from issuance of unsecured debt	$ 250.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONTINGENCIES	9 Months Ended
CONTINGENCIES	Jul. 01, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIES Management regularly evaluates the Company’s contingencies, including various judicial and administrative proceedings and claims arising in the ordinary course of business, including product and general liabilities, workers’ compensation, property losses and other liabilities for which the Company is self-insured or retains a high exposure limit. Self-insurance accruals are established based on actuarial loss estimates for specific individual claims plus actuarially estimated amounts for incurred but not reported claims and adverse development factors applied to existing claims. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred. In the opinion of management, the assessment of contingencies is reasonable and related accruals, in the aggregate, are adequate; however, there can be no assurance that final resolution of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows. Regulatory Matters At July 1, 2023, the Company had recorded liabilities of $2.5 for environmental actions, the majority of which are for site remediation. The Company believes that the amounts accrued are adequate to cover such known environmental exposures based on current facts and estimates of likely outcomes. Although it is reasonably possible that the costs to resolve such known environmental exposures will exceed the amounts accrued, any variation from accrued amounts is not expected to be material. Other The Company has been named as a defendant in a number of cases alleging injuries that the lawsuits claim resulted from exposure to asbestos-containing products, apparently based on the Company’s historic use of vermiculite in certain of its products. In many of these cases, the complaints are not specific about the plaintiffs’ contacts with the Company or its products. The cases vary, but complaints in these cases generally seek unspecified monetary damages (actual, compensatory, consequential and punitive) from multiple defendants. The Company believes that the claims against it are without merit and is vigorously defending against them. No accruals have been recorded in the Company’s condensed consolidated financial statements as the likelihood of a loss is not probable at this time; and the Company does not believe a reasonably possible loss would be material to, nor does it expect the ultimate resolution of these cases will have a material adverse effect on, the Company’s financial condition, results of operations or cash flows. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company’s financial condition, results of operations or cash flows. The Company is involved in other lawsuits and claims which arise in the normal course of business. These claims individually and in the aggregate are not expected to result in a material effect on the Company’s financial condition, results of operations or cash flows.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

LEASES - Weighted-Average Remaining Lease Term and Discount Rate Schedule (Details)	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Leases [Abstract]
Operating leases, weighted average remaining term (in years)	4 years 7 months 6 days	4 years 10 months 24 days	5 years 1 month 6 days
Finance leases, weighted average remaining term (in years)	9 years 7 months 6 days	7 years 3 months 18 days	7 years 6 months
Operating leases, weighted average discount rate (percent)	4.10%	3.50%	3.30%
Finance leases, weighted average discount rate (percent)	4.40%	4.30%	4.30%

DEBT - Senior Notes - 4.375% (Details) - Senior notes - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022	Aug. 13, 2021	Dec. 15, 2016
4.375% Senior Notes
Debt Instrument [Line Items]
Principal amount of debt				$ 400.0
Interest rate of debt (percentage)	4.375%	4.375%	4.375%	4.375%
5.250% Senior Notes
Debt Instrument [Line Items]
Interest rate of debt (percentage)	5.25%	5.25%	5.25%		5.25%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

FAIR VALUE MEASUREMENTS - Additional Information (Details) - Convertible debt investments - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Sep. 30, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized cost basis of investment	$ 225.0	$ 221.1	$ 222.1
Unrealized gain (loss) on investment	$ (138.5)	$ (82.0)	$ (105.1)
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt term	4 years 2 months 12 days
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt term	6 years 2 months 12 days

- Definition

Cost of the investment.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 6
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.6-03(d))
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.12-12B(Column C)(Footnote 11)(a)(3))
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 5)(a))
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-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19

+ Details

EQUITY - Summary of the Changes in Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended						9 Months Ended
	Jul. 01, 2023	Apr. 01, 2023	Dec. 31, 2022	Jul. 02, 2022	Apr. 02, 2022	Jan. 01, 2022	Jul. 01, 2023	Jul. 02, 2022
Schedule of Equity Method Investments [Line Items]
Dividends declared (USD per share)	$ 0.66	$ 0.66	$ 0.66	$ 0.66	$ 0.66	$ 0.66
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity, beginning balance	$ 137.5	$ 59.5	$ 147.7	$ 975.0	$ 831.6	$ 1,013.3	$ 147.7	$ 1,013.3
Net income (loss)	43.7	109.4	(64.7)	(443.9)	276.5	(50.0)	88.3	(217.5)
Other comprehensive income (loss)	6.6	(17.8)	(24.6)	(76.3)	12.3	5.7	(35.9)	(58.3)
Other comprehensive income (loss)	6.6			(76.3)			(35.9)	(58.3)
Share-based compensation	(5.8)	37.2	20.8	1.6	15.9	7.3
Dividends declared	(37.2)	(37.0)	(37.5)	(38.0)	(35.5)	(37.3)
Treasury share purchases	(2.8)	(5.6)	(0.8)	(0.1)	(128.1)	(129.5)
Treasury share issuances	(7.2)	(8.1)	18.7	(0.2)	2.3	22.1
Total equity, ending balance	134.8	137.5	59.5	418.1	975.0	831.6	134.8	418.1
Common Shares and Capital in Excess of Stated Value
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity beginning balance	374.3	367.6	364.0	361.8	486.9	477.0	364.0	477.0
Share-based compensation	(5.8)	37.2	20.8	1.6	15.9	7.3
Treasury share issuances	(18.0)	(30.4)	(17.2)	(1.4)	(141.0)	2.6
Equity ending balance	350.5	374.3	367.6	362.0	361.8	486.9	350.5	362.0
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity beginning balance	990.3	917.9	1,020.1	1,758.8	1,517.8	1,605.1	1,020.1	1,605.1
Net income (loss)	43.7	109.4	(64.7)	(443.9)	276.5	(50.0)
Dividends declared	(37.2)	(37.0)	(37.5)	(38.0)	(35.5)	(37.3)
Equity ending balance	996.8	990.3	917.9	1,276.9	1,758.8	1,517.8	996.8	1,276.9
Treasury Stock, Common
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity beginning balance	(1,040.0)	(1,056.7)	(1,091.8)	(1,097.2)	(1,112.4)	(1,002.4)	(1,091.8)	(1,002.4)
Treasury share purchases	(2.8)	(5.6)	(0.8)	(0.1)	(128.1)	(129.5)
Treasury share issuances	10.8	22.3	35.9	1.2	143.3	19.5
Equity ending balance	(1,032.0)	(1,040.0)	(1,056.7)	(1,096.1)	(1,097.2)	(1,112.4)	(1,032.0)	(1,096.1)
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity beginning balance	(187.1)	(169.3)	(144.6)	(48.4)	(60.7)	(66.4)	(144.6)	(66.4)
Other comprehensive income (loss)		(17.8)	(24.6)		12.3	5.7
Other comprehensive income (loss)	6.6			(76.3)
Equity ending balance	$ (180.5)	$ (187.1)	$ (169.3)	$ (124.7)	$ (48.4)	$ (60.7)	$ (180.5)	$ (124.7)

ACQUISITIONS AND INVESTMENTS - The Hawthorne Collective (Details) - RIV Capital, Inc. - Convertible Promissory Notes - USD ($) $ in Millions	Apr. 22, 2022	Aug. 24, 2021
Business Acquisition [Line Items]
Principal amount of debt	$ 25.0	$ 150.0
Debt term		6 years
Interest rate of debt (percentage)	2.00%
Two Percent Interest Period
Business Acquisition [Line Items]
Debt term	2 years

SEGMENT INFORMATION - Net Sales by Product Category (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Revenue from External Customer [Line Items]
Net sales	$ 1,118.7	$ 1,186.1	$ 3,176.8	$ 3,430.4
U.S. Consumer
Revenue from External Customer [Line Items]
Net sales	916.4	904.5	2,642.7	2,626.7
U.S. Consumer \| Lawn care
Revenue from External Customer [Line Items]
Net sales	165.0	219.0	844.7	878.9
U.S. Consumer \| Growing media and mulch
Revenue from External Customer [Line Items]
Net sales	552.9	488.7	1,167.2	1,110.7
U.S. Consumer \| Controls
Revenue from External Customer [Line Items]
Net sales	113.7	102.2	306.5	298.9
U.S. Consumer \| Roundup® marketing agreement
Revenue from External Customer [Line Items]
Net sales	30.7	30.8	121.7	115.5
U.S. Consumer \| Other, primarily gardening
Revenue from External Customer [Line Items]
Net sales	54.1	63.8	202.6	222.7
Hawthorne
Revenue from External Customer [Line Items]
Net sales	93.4	154.5	317.6	547.7
Hawthorne \| Lighting
Revenue from External Customer [Line Items]
Net sales	20.7	37.5	89.1	128.9
Hawthorne \| Nutrients
Revenue from External Customer [Line Items]
Net sales	27.3	37.6	74.5	118.6
Hawthorne \| Growing environments
Revenue from External Customer [Line Items]
Net sales	13.1	27.9	54.6	116.3
Hawthorne \| Growing media
Revenue from External Customer [Line Items]
Net sales	17.3	25.6	53.6	96.3
Hawthorne \| Other, primarily hardware
Revenue from External Customer [Line Items]
Net sales	15.0	25.9	45.8	87.6
Other
Revenue from External Customer [Line Items]
Net sales	108.9	127.1	216.5	256.0
Other \| Lawn care
Revenue from External Customer [Line Items]
Net sales	37.0	46.6	69.3	85.8
Other \| Growing media
Revenue from External Customer [Line Items]
Net sales	44.3	45.9	84.6	88.8
Other \| Other, primarily gardening and controls
Revenue from External Customer [Line Items]
Net sales	$ 27.6	$ 34.6	$ 62.6	$ 81.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jul. 01, 2023
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) and its subsidiaries (collectively, with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Company’s products are sold in North America, Europe and Asia. The Company’s North America consumer lawn and garden business is highly seasonal, with approximately 75% of its annual net sales occurring in the second and third fiscal quarters. The Company’s Hawthorne segment sales are also impacted by seasonal patterns for certain product categories due to the timing of outdoor growing in North America during the second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during the third and fourth fiscal quarters.
Organization and Basis of Presentation	Organization and Basis of Presentation The Company’s unaudited condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. In the opinion of management, interim results reflect all normal and recurring adjustments and are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, this Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023 (this “Form 10-Q”) should be read in conjunction with Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “2022 Annual Report”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. The Company’s Condensed Consolidated Balance Sheet at September 30, 2022 has been derived from the Company’s audited Consolidated Balance Sheet at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
Long-Lived Assets	Long-Lived Assets The Company had non-cash investing activities of $7.6 and $13.3 during the nine months ended July 1, 2023 and July 2, 2022, respectively, representing unpaid liabilities to acquire property, plant and equipment.

INVENTORIES

9 Months Ended

Jul. 01, 2023

Inventory Disclosure [Abstract]

INVENTORIES

Inventories consisted of the following for each of the periods presented:


	July 1, 2023		July 2, 2022		September 30, 2022

Finished goods	$	534.4	$	988.0	$	926.2
Raw materials	271.3		310.4		293.2
Work-in-process	79.2		109.2		124.1
Total	$	884.9	$	1,407.6	$	1,343.5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022
OPERATING ACTIVITIES
Net income (loss)	$ 88.3	$ (217.5)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment, restructuring and other	50.0	641.8
Deferred taxes	(5.9)	(162.7)
Share-based compensation expense	52.7	28.6
Depreciation	49.6	50.3
Amortization	20.8	28.5
Equity in income of unconsolidated affiliates	(3.5)	(1.3)
Other, net	0.4	0.5
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(775.9)	(467.7)
Inventories	448.6	(256.6)
Prepaid and other current assets	(0.7)	(36.1)
Accounts payable	(35.7)	(288.3)
Other current liabilities	112.5	(16.4)
Other non-current items	(8.1)	20.6
Other, net	2.6	(3.3)
Net cash used in operating activities	(4.3)	(679.6)
INVESTING ACTIVITIES
Proceeds from sale of long-lived assets	1.9	9.4
Investments in property, plant and equipment	(73.8)	(99.0)
Proceeds from loans receivable	37.0	0.0
Payment for acquisitions, net of cash acquired	0.0	(237.3)
Purchase of convertible debt investments	0.0	(25.0)
Other investing, net	(9.7)	17.4
Net cash used in investing activities	(44.6)	(334.5)
FINANCING ACTIVITIES
Borrowings under revolving and bank lines of credit and term loans	1,296.4	3,440.0
Repayments under revolving and bank lines of credit and term loans	(1,183.8)	(2,253.3)
Financing and issuance fees	0.0	(9.7)
Dividends paid	(112.0)	(129.6)
Purchase of Common Shares	(9.3)	(257.7)
Cash received from exercise of stock options	1.7	2.6
Other financing, net	(4.0)	5.6
Net cash (used in) provided by financing activities	(11.0)	797.9
Effect of exchange rate changes on cash	0.5	(0.1)
Net decrease in cash and cash equivalents	(59.4)	(216.3)
Cash and cash equivalents at beginning of period	86.8	244.1
Cash and cash equivalents at end of period	$ 27.4	$ 27.8

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022	Sep. 30, 2022
Goodwill [Line Items]
Goodwill	$ 254.5	$ 254.7	$ 254.5	$ 254.7	$ 254.0
Tradenames
Goodwill [Line Items]
Asset impairment charges		69.0		69.0
Customer accounts
Goodwill [Line Items]
Asset impairment charges		41.0		41.0
Hawthorne
Goodwill [Line Items]
Restructuring charges and adjustments			207.9
Goodwill		0.0		0.0
Cost of sales—impairment, restructuring and other \| Hawthorne
Goodwill [Line Items]
Restructuring charges and adjustments	$ 25.7	10.4	$ 152.6	15.6
Goodwill Impairment \| Hawthorne
Goodwill [Line Items]
Restructuring charges and adjustments		$ 522.4		$ 522.4

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

LEASES - Supplemental Cash Flow Information and Non-Cash Activity Schedule (Details) - USD ($) $ in Millions	9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022
Lease, Cost [Abstract]
Operating cash flows from operating leases, net	$ 69.8	$ 62.3
Operating cash flows from finance leases	0.6	0.9
Financing cash flows from finance leases	2.2	4.4
Right-of-use assets obtained in exchange for lease obligations, operating leases	67.6	45.0
Right-of-use assets obtained in exchange for lease obligations, finance leases	$ 0.0	$ 0.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jul. 01, 2023

Accounting Policies [Abstract]

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information was as follows:


	Nine Months Ended
	July 1, 2023		July 2, 2022

Interest paid	$	143.3	$	87.8

Income tax payments (refunds), net	(15.4)		26.9

MARKETING AGREEMENT - Additional Information (Details) $ in Millions	Aug. 01, 2019 USD ($)
Restated Marketing Agreement
Marketing Agreement [Line Items]
Percentage of program earnings	50.00%
Annual payments	$ 18.0
Third Restated Agreement
Marketing Agreement [Line Items]
Minimum annual EBIT required to avoid reduction of contribution payment	36.0
Minimum EBIT	50.0
Brand decommissioning event payable	375.0
Termination fee payable	$ 175.0
Minimum termination fee payable multiple	4
Minimum termination fee payable threshold	$ 186.4

ACQUISITIONS AND INVESTMENTS - Luxx Lighting (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Dec. 30, 2021	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Business Acquisition [Line Items]
Common shares stated value (USD per share)		$ 0.01	$ 0.01	$ 0.01
Goodwill		$ 254.5	$ 254.0	$ 254.7
Hawthorne
Business Acquisition [Line Items]
Goodwill				$ 0.0
Hawthorne \| Luxx Lighting, Inc.
Business Acquisition [Line Items]
Consideration for the acquisition	$ 213.2
Number of shares issued in acquisition	0.1
Fair value of shares issued in acquisition	$ 21.0
Inventory and accounts receivable acquired	32.8
Current assets	5.7
Liabilities	24.2
Finite-lived intangible assets acquired	47.3
Goodwill	$ 151.6
Hawthorne \| Luxx Lighting, Inc. \| Minimum
Business Acquisition [Line Items]
Intangible assets amortization period	5 years
Hawthorne \| Luxx Lighting, Inc. \| Maximum
Business Acquisition [Line Items]
Intangible assets amortization period	25 years

ACQUISITIONS AND INVESTMENTS - True Liberty Bags (Details) - USD ($) $ in Millions	Dec. 23, 2021	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Business Acquisition [Line Items]
Goodwill		$ 254.5	$ 254.0	$ 254.7
Hawthorne
Business Acquisition [Line Items]
Goodwill				$ 0.0
Hawthorne \| True Liberty Bags
Business Acquisition [Line Items]
Consideration for the acquisition	$ 10.1
Inventory	1.1
Finite-lived intangible assets acquired	5.8
Goodwill	$ 3.2
Hawthorne \| True Liberty Bags \| Minimum
Business Acquisition [Line Items]
Intangible assets amortization period	15 years

- Definition

+ References + Details

EARNINGS PER COMMON SHARE (Tables)

9 Months Ended

Jul. 01, 2023

Earnings Per Share [Abstract]

Information to Calculate Basic and Diluted Earnings (Loss) Per Common Share


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022



Net income (loss)	$	43.7	$	(443.9)	$	88.3	$	(217.5)


Basic net income (loss) per common share
Weighted-average common shares outstanding during the period	56.2		55.4		55.9		55.6
Basic net income (loss) per common share	$	0.78	$	(8.01)	$	1.58	$	(3.91)


Diluted net income (loss) per common share
Weighted-average common shares outstanding during the period	56.2		55.4		55.9		55.6
Dilutive potential common shares	0.4		—		0.4		—
Weighted-average common shares outstanding during the period plus dilutive potential common shares	56.6		55.4		56.3		55.6


Diluted net income (loss) per common share	$	0.77	$	(8.01)	$	1.57	$	(3.91)

Antidilutive stock options outstanding	0.2		0.2		0.4		0.2

EQUITY - Total Share-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Equity [Abstract]
Share-based compensation	$ (5.8)	$ 1.6	$ 52.2	$ 24.8
Related tax benefit recognized	$ 0.6	$ 0.3	$ 11.4	$ 3.8

MARKETING AGREEMENT (Tables)

9 Months Ended

Jul. 01, 2023

Marketing Agreement [Abstract]

Schedule of Net Commission and Reimbursements Earned Under Marketing Agreement

The elements of the net commission and reimbursements earned under the Third Restated Agreement and included in the “Net sales” line in the Condensed Consolidated Statements of Operations are as follows:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Gross commission	$	12.3	$	20.9	$	70.9	$	73.4
Contribution expenses	(4.5)		(4.5)		(13.5)		(13.5)

Net commission	7.8		16.4		57.4		59.9
Reimbursements associated with Roundup® marketing agreement	23.5		14.8		65.9		56.4
Total net sales associated with Roundup® marketing agreement	$	31.3	$	31.2	$	123.3	$	116.3

SEGMENT INFORMATION (Tables)

9 Months Ended

Jul. 01, 2023

Segment Reporting [Abstract]

Summary of Segment Financial Information

The following tables present financial information for the Company’s reportable segments for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Net Sales:
U.S. Consumer	$	916.4	$	904.5	$	2,642.7	$	2,626.7
Hawthorne	93.4		154.5		317.6		547.7
Other	108.9		127.1		216.5		256.0
Consolidated	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

Segment Profit (Loss):
U.S. Consumer	$	124.8	$	181.1	$	553.5	$	620.7
Hawthorne	(8.7)		4.1		(41.7)		2.0
Other	5.8		10.9		21.8		22.7
Total Segment Profit	121.9		196.1		533.6		645.4
Corporate	(3.4)		(25.2)		(77.4)		(95.7)
Intangible asset amortization	(6.7)		(9.2)		(20.8)		(28.5)

Impairment, restructuring and other	(34.5)		(724.2)		(193.7)		(731.3)
Equity in income of unconsolidated affiliates	22.2		15.1		3.5		1.3

Interest expense	(47.1)		(31.0)		(138.1)		(83.1)
Other non-operating income (expense), net	(0.4)		1.7		0.2		5.4
Income (loss) before income taxes	$	52.0	$	(576.7)	$	107.3	$	(286.5)

The following table presents net sales by product category for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

U.S. Consumer:
Growing media and mulch	$	552.9	$	488.7	$	1,167.2	$	1,110.7
Lawn care	165.0		219.0		844.7		878.9
Controls	113.7		102.2		306.5		298.9
Roundup® marketing agreement	30.7		30.8		121.7		115.5
Other, primarily gardening	54.1		63.8		202.6		222.7
Hawthorne:
Lighting	20.7		37.5		89.1		128.9
Nutrients	27.3		37.6		74.5		118.6
Growing environments	13.1		27.9		54.6		116.3
Growing media	17.3		25.6		53.6		96.3
Other, primarily hardware	15.0		25.9		45.8		87.6
Other:
Growing media	44.3		45.9		84.6		88.8
Lawn care	37.0		46.6		69.3		85.8
Other, primarily gardening and controls	27.6		34.6		62.6		81.4
Total net sales	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

The following table presents net sales by geographic area for the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Net sales:
United States	$	1,008.3	$	1,051.0	$	2,920.5	$	3,133.2
International	110.4		135.1		256.3		297.2
	$	1,118.7	$	1,186.1	$	3,176.8	$	3,430.4

LEASES - Additional Information (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Lessee, Lease, Description [Line Items]
Expected lease liability	$ 294.1	$ 299.4	$ 289.5
Residual value of leased asset	3.9
Not Yet Commenced
Lessee, Lease, Description [Line Items]
Expected lease liability	$ 19.1

Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Income Statement [Abstract]
Net sales	$ 1,118.7	$ 1,186.1	$ 3,176.8	$ 3,430.4
Cost of sales	880.1	883.7	2,300.7	2,415.6
Cost of sales—impairment, restructuring and other	32.7	65.8	161.8	71.1
Gross margin	205.9	236.6	714.3	943.7
Operating expenses:
Selling, general and administrative	128.5	135.8	443.3	494.6
Impairment, restructuring and other	1.7	658.4	32.0	660.2
Other (income) expense, net	(1.6)	4.9	(2.7)	(1.0)
Income (loss) from operations	77.3	(562.5)	241.7	(210.1)
Equity in income of unconsolidated affiliates	22.2	15.1	3.5	1.3
Interest expense	47.1	31.0	138.1	83.1
Other non-operating (income) expense, net	0.4	(1.7)	(0.2)	(5.4)
Income (loss) before income taxes	52.0	(576.7)	107.3	(286.5)
Income tax expense (benefit)	8.3	(132.8)	19.0	(69.0)
Net income (loss)	$ 43.7	$ (443.9)	$ 88.3	$ (217.5)
Earnings Per Share, Basic And Diluted EPS [Abstract]
Basic income (loss) per common share (USD per share)	$ 0.78	$ (8.01)	$ 1.58	$ (3.91)
Diluted income (loss) per common share (USD per share)	$ 0.77	$ (8.01)	$ 1.57	$ (3.91)
Weighted-average common shares outstanding during the period (in shares)	56.2	55.4	55.9	55.6
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares)	56.6	55.4	56.3	55.6

MARKETING AGREEMENT

9 Months Ended

Jul. 01, 2023

Marketing Agreement [Abstract]

MARKETING AGREEMENT

The Scotts Company LLC (“Scotts LLC”) is the exclusive agent of Monsanto Company, a subsidiary of Bayer AG (“Monsanto”), for the marketing and distribution of certain of Monsanto’s consumer Roundup® branded products in the United States and certain other specified countries. The annual commission payable under the Third Amended and Restated Exclusive Agency and Marketing Agreement (the “Third Restated Agreement”) is equal to 50% of the actual earnings before interest and income taxes of Monsanto’s consumer Roundup® business for each program year in the markets covered by the Third Restated Agreement (“Program EBIT”). The Third Restated Agreement also requires the Company to make annual payments of $18.0 to Monsanto as a contribution against the overall expenses of its consumer Roundup® business, subject to reduction pursuant to the Third Restated Agreement for any program year in which the Program EBIT does not equal or exceed $36.0.

Unless Monsanto terminates the Third Restated Agreement due to an event of default by the Company, termination rights under the Third Restated Agreement include the following:

•The Company may terminate the Third Restated Agreement upon the insolvency or bankruptcy of Monsanto;

•Monsanto may terminate the Third Restated Agreement in the event that Monsanto decides to decommission the permits, licenses and registrations needed for, and the trademarks, trade names, packages, copyrights and designs used in, the sale of the Roundup® products in the lawn and garden market (a “Brand Decommissioning Termination”); and

•Each party may terminate the Third Restated Agreement if Program EBIT falls below $50.0 and, in such case, no termination fee would be payable to either party.

The termination fee structure requires Monsanto to pay a termination fee to the Company in an amount equal to (i) $375.0 upon a Brand Decommissioning Termination, and (ii) the greater of $175.0 or four times an amount equal to the average of the Program EBIT for the three program years before the year of termination, minus $186.4, if Monsanto or its successor terminates the Third Restated Agreement as a result of a Roundup Sale or Change of Control of Monsanto (each, as defined in the Third Restated Agreement).


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Gross commission	$	12.3	$	20.9	$	70.9	$	73.4
Contribution expenses	(4.5)		(4.5)		(13.5)		(13.5)

Net commission	7.8		16.4		57.4		59.9
Reimbursements associated with Roundup® marketing agreement	23.5		14.8		65.9		56.4
Total net sales associated with Roundup® marketing agreement	$	31.3	$	31.2	$	123.3	$	116.3

DEBT - Credit Facilities (Details) $ in Millions	Jul. 31, 2023 USD ($)	Apr. 08, 2022 USD ($)	Jul. 01, 2023 USD ($)	Jul. 02, 2022	Jun. 08, 2022
Debt Instrument [Line Items]
Weighted average interest rate (percentage)			5.30%	3.40%
Leverage ratio			6.15
Period One
Debt Instrument [Line Items]
Debt instrument, leverage ratio			7.00
Interest coverage ratio			0.75
Period Two
Debt Instrument [Line Items]
Debt instrument, leverage ratio			7.75
Interest coverage ratio			1.00
Period Three
Debt Instrument [Line Items]
Debt instrument, leverage ratio			8.25
Period Four
Debt Instrument [Line Items]
Debt instrument, leverage ratio			7.75
Period Five
Debt Instrument [Line Items]
Debt instrument, leverage ratio			6.50
Period six
Debt Instrument [Line Items]
Debt instrument, leverage ratio			6.00
Period seven
Debt Instrument [Line Items]
Debt instrument, leverage ratio			5.50
Period eight
Debt Instrument [Line Items]
Debt instrument, leverage ratio			5.25
Period nine
Debt Instrument [Line Items]
Debt instrument, leverage ratio			5.00
Period ten
Debt Instrument [Line Items]
Debt instrument, leverage ratio			4.75
Period eleven
Debt Instrument [Line Items]
Debt instrument, leverage ratio			4.50
Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate (percentage)			7.30%	2.10%
Sixth Amended And Restated Senior Secured Credit Agreement
Debt Instrument [Line Items]
Senior secured credit facilities, maximum borrowing capacity		$ 2,500.0
Long-Term Debt			$ 2,682.6
Sixth Amended And Restated Senior Secured Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Senior secured credit facilities, maximum borrowing capacity		1,500.0
Letters of credit		100.0
Sixth Amended And Restated Senior Secured Credit Agreement \| Secured Term Loan
Debt Instrument [Line Items]
Senior secured credit facilities, maximum borrowing capacity		$ 1,000.0
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment One \| Revolving Credit Facility
Debt Instrument [Line Items]
Increase in interest rate, bps					35
Increase in annual facility fee rate, bps					15
Debt instrument, leverage ratio					4.75
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment One \| Secured Term Loan
Debt Instrument [Line Items]
Increase in interest rate, bps					50
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment Two \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Reduction of commitments	$ 250.0
Interest rate increase (decrease)	0.25%
Incremental investments, loans, and advances, maximum	$ 25.0
Common stock cash dividends, maximum per fiscal year	225.0
Other dividends and distributions, maximum	$ 25.0
Credit Facilities
Debt Instrument [Line Items]
Available borrowing capacity			1,349.9
Credit Facilities \| Letter of Credit
Debt Instrument [Line Items]
Principal amount			$ 5.0
Credit Facilities \| Sixth Amended And Restated Senior Secured Credit Agreement
Debt Instrument [Line Items]
Debt, maturity period (years)		5 years

DEBT - Interest Rate Swap Agreements (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Instrument 1
Derivative [Line Items]
Derivative, notional amount	$ 200.0
Fixed Rate	0.49%
Instrument 2
Derivative [Line Items]
Derivative, notional amount	$ 200.0
Fixed Rate	0.80%
Instrument 3
Derivative [Line Items]
Derivative, notional amount	$ 150.0
Fixed Rate	3.37%
Instrument 4
Derivative [Line Items]
Derivative, notional amount	$ 50.0
Fixed Rate	3.34%
Derivatives designated as hedging instruments \| Interest Rate Swap
Derivative [Line Items]
Derivative, notional amount	$ 600.0	$ 800.0	$ 800.0

INCOME TAXES (Details) $ in Millions	3 Months Ended		9 Months Ended
INCOME TAXES (Details) $ in Millions	Jul. 01, 2023 USD ($)	Jul. 02, 2022 USD ($)	Jul. 01, 2023 USD ($)	Jul. 02, 2022 USD ($)
Income Tax Examination [Line Items]
Effective tax rate related to continuing operations			17.70%	24.10%
Income tax expense (benefit)	$ 8.3	$ (132.8)	$ 19.0	$ (69.0)
Discrete item, increase (decrease), bps		(640)		(640)
Impairment, Restructuring, And Other
Income Tax Examination [Line Items]
Income tax expense (benefit)		$ (138.0)		$ (138.0)
Goodwill, non-deductible impact		18.5		18.5
Impairment, Restructuring, And Other \| Hawthorne
Income Tax Examination [Line Items]
Goodwill and intangible asset impairments		$ 632.4		$ 632.4

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

FAIR VALUE MEASUREMENTS

9 Months Ended

Jul. 01, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:


	Fair Value Hierarchy Level	July 1, 2023				July 2, 2022				September 30, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Cash equivalents	Level 1	$	2.7	$	2.7	$	13.4	$	13.4	$	64.3	$	64.3




Other
Investment securities in non-qualified retirement plan assets	Level 1	41.0		41.0		40.3		40.3		38.4		38.4


Convertible debt investments	Level 3	86.5		86.5		139.1		139.1		117.0		117.0

Liabilities




Debt instruments
Credit facilities – revolving loans	Level 2	145.1		145.1		617.4		617.4		300.5		300.5
Credit facilities – term loans	Level 2	937.5		937.5		987.5		987.5		975.0		975.0
Senior Notes due 2031 – 4.000%	Level 2	500.0		392.5		500.0		373.1		500.0		350.6
Senior Notes due 2032 – 4.375%	Level 2	400.0		316.0		400.0		302.0		400.0		284.0
Senior Notes due 2029 – 4.500%	Level 2	450.0		389.3		450.0		365.1		450.0		325.7
Senior Notes due 2026 – 5.250%	Level 2	250.0		236.9		250.0		232.5		250.0		230.0

Receivables facility	Level 2	398.0		398.0		250.0		250.0		75.0		75.0

Other debt	Level 2	0.8		0.8		15.9		15.9		12.7		12.7

Changes in the balance of Level 3 convertible debt investments carried at fair value are presented below. There were no transfers into or out of Level 3.


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Fair value at beginning of period	$	84.8	$	192.4	$	117.0	$	190.3
Purchases	—		25.0		—		25.0
Total realized / unrealized gains included in net earnings	1.1		0.9		3.0		2.7
Total realized / unrealized gains (losses) included in OCI	0.6		(79.2)		(33.5)		(78.9)
Fair value at end of period	$	86.5	$	139.1	$	86.5	$	139.1

The amortized cost basis of convertible debt investments was $225.0, $221.1, and $222.1 at July 1, 2023, July 2, 2022, and September 30, 2022, respectively. At July 1, 2023, July 2, 2022, and September 30, 2022, gross unrealized losses on convertible debt investments were $138.5, $82.0, and $105.1 respectively. These investments have been in a continuous unrealized loss position for greater than 12 months as of July 1, 2023. The decline in fair value of the convertible debt investments is related to a decline in the value of the underlying conversion options and is not reflective of a credit risk associated with the notes. The Company believes it will recover its cost basis in the convertible debt securities and that the Company has the ability to hold the securities until they recover in value and had no intent to sell or convert them at July 1, 2023. At July 1, 2023, the period until scheduled maturity of the Company’s convertible debt investments was between 4.2 years and 6.2 years.

EQUITY - Share Repurchases (Details) - USD ($)	3 Months Ended		9 Months Ended
EQUITY - Share Repurchases (Details) - USD ($)	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022	Feb. 06, 2020
Equity [Abstract]
Authorized repurchase amount					$ 750,000,000.0
Common shares repurchased (shares)		0		1,100,000
Common shares repurchased		$ 0.0		$ 175,000,000.0
Tax withholding	$ 2,800,000	$ 100,000	$ 9,300,000	$ 82,700,000

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

IMPAIRMENT, RESTRUCTURING AND OTHER - Additional Information (Details) $ in Millions	3 Months Ended			6 Months Ended	9 Months Ended
	Jul. 01, 2023 USD ($)	Apr. 01, 2023 distributionCenter	Jul. 02, 2022 USD ($)	Apr. 01, 2023 USD ($)	Jul. 01, 2023 USD ($)	Jul. 02, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring reserve, long-term	$ 8.5				$ 8.5
Number of distribution centers closed \| distributionCenter		4
Employee Severance and Impairment Of Property, Plant, And Equipment
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments			$ 40.7			$ 46.1
Restructuring Initiative
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	34.5				185.8
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Hurricane Brand
Restructuring Cost and Reserve [Line Items]
Proceeds from Divestiture of Businesses				$ 5.0
U.S. Consumer
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments					30.0
Hawthorne
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments					207.9
Other
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments					0.9
Corporate Segment \| Restructuring Initiative
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments					12.2
Cost of sales—impairment, restructuring and other
Restructuring Cost and Reserve [Line Items]
Inventory Write-down			45.9			45.9
Cost of sales—impairment, restructuring and other \| U.S. Consumer
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	7.1		9.5		8.2	9.5
Cost of sales—impairment, restructuring and other \| Hawthorne
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	25.7		10.4		152.6	15.6
Impairment, Restructuring, And Other \| U.S. Consumer
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	0.0		7.4		0.1	7.4
Impairment, Restructuring, And Other \| Hawthorne
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	1.9		7.1		20.1	7.1
Goodwill and intangible asset impairments			632.4			632.4
Impairment, Restructuring, And Other \| Other
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	0.0				0.2
Impairment, Restructuring, And Other \| Corporate Segment
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments	$ 0.0		6.3		$ 4.5	6.3
Goodwill Impairment \| Hawthorne
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments			522.4			522.4
Finite-lived intangible asset impairment \| Hawthorne
Restructuring Cost and Reserve [Line Items]
Restructuring charges and adjustments			$ 110.0			$ 110.0

LEASES - Components of Lease Cost Schedule (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Leases [Abstract]
Operating lease cost	$ 22.0	$ 21.4	$ 68.1	$ 63.8
Variable lease cost	6.7	9.5	20.3	30.4
Amortization of right-of-use assets	0.5	1.6	2.5	4.8
Interest on lease liabilities	0.2	0.3	0.6	0.9
Total finance lease cost	0.7	1.9	3.1	5.7
Operating lease amortization of ROU assets	$ 20.1	$ 18.5	$ 62.9	$ 55.4

DEBT (Tables)

9 Months Ended

Jul. 01, 2023

Debt Disclosure [Abstract]

Components of Long-Term Debt

The components of debt are as follows:


	July 1, 2023		July 2, 2022		September 30, 2022

Credit Facilities:
Revolving loans	$	145.1	$	617.4	$	300.5
Term loans	937.5		987.5		975.0
Senior Notes due 2031 – 4.000%	500.0		500.0		500.0
Senior Notes due 2032 – 4.375%	400.0		400.0		400.0
Senior Notes due 2029 – 4.500%	450.0		450.0		450.0
Senior Notes due 2026 – 5.250%	250.0		250.0		250.0

Receivables facility	398.0		250.0		75.0
Finance lease obligations	17.4		29.3		28.9
Other	0.8		15.9		12.7
Total debt	3,098.8		3,500.1		2,992.1
Less current portions	450.7		322.0		144.3
Less unamortized debt issuance costs	19.3		22.5		21.6
Long-term debt	$	2,628.8	$	3,155.6	$	2,826.2

Schedule of Interest Rate Swap Agreements

The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at July 1, 2023 are shown in the table below:


Notional Amount ($)		Effective Date (a)	Expiration Date	Fixed Rate
200	(b)	1/20/2022	6/20/2024	0.49	%
200		6/7/2023	6/8/2026	0.80	%
150		6/7/2023	4/7/2027	3.37	%
50		6/7/2023	4/7/2027	3.34	%

(a)The effective date refers to the date on which interest payments are first hedged by the applicable swap agreement.

(b)Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time.

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

IMPAIRMENT, RESTRUCTURING AND OTHER - Impairment, Restructuring and Other Charges (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	$ 1.7	$ 658.4	$ 32.0	$ 660.2
Total impairment, restructuring and other charges	34.5	724.2	193.8	731.3
Operating expenses
Restructuring Cost and Reserve [Line Items]
Goodwill and intangible asset impairments	0.0	633.1	0.0	633.1
Restructuring and other charges, net \| Cost of sales—impairment, restructuring and other
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	28.6	58.8	134.3	61.3
Restructuring and other charges, net \| Operating expenses
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	1.7	25.3	32.0	27.1
Right-of-use asset impairments \| Cost of sales—impairment, restructuring and other
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	3.7	0.0	19.1	0.0
Property, plant and equipment impairments \| Cost of sales—impairment, restructuring and other
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	$ 0.5	$ 7.0	$ 8.4	$ 9.8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

EQUITY

9 Months Ended

Jul. 01, 2023

Equity [Abstract]

EQUITY

The following tables provide a summary of the changes in equity for each of the periods indicated:


	Common Shares and Capital in Excess of Stated Value		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Loss		Total Equity
Balance at September 30, 2022	$	364.0	$	1,020.1	$	(1,091.8)	$	(144.6)	$	147.7

Net income (loss)	—		(64.7)		—		—		(64.7)
Other comprehensive income (loss)	—		—		—		(24.6)		(24.6)
Share-based compensation	20.8		—		—		—		20.8
Dividends declared ($0.66 per share)	—		(37.5)		—		—		(37.5)
Treasury share purchases	—		—		(0.8)		—		(0.8)
Treasury share issuances	(17.2)		—		35.9		—		18.7



Balance at December 31, 2022	367.6		917.9		(1,056.7)		(169.3)		59.5

Net income (loss)	—		109.4		—		—		109.4
Other comprehensive income (loss)	—		—		—		(17.8)		(17.8)
Share-based compensation	37.2		—		—		—		37.2
Dividends declared ($0.66 per share)	—		(37.0)		—		—		(37.0)
Treasury share purchases	—		—		(5.6)		—		(5.6)
Treasury share issuances	(30.4)		—		22.3		—		(8.1)

Balance at April 1, 2023	374.3		990.3		(1,040.0)		(187.1)		137.5
Net income (loss)	—		43.7		—		—		43.7
Other comprehensive income (loss)	—		—		—		6.6		6.6
Share-based compensation	(5.8)		—		—		—		(5.8)
Dividends declared ($0.66 per share)	—		(37.2)		—		—		(37.2)
Treasury share purchases	—		—		(2.8)		—		(2.8)
Treasury share issuances	(18.0)		—		10.8		—		(7.2)

Balance at July 1, 2023	$	350.5	$	996.8	$	(1,032.0)	$	(180.5)	$	134.8

The sum of the components may not equal due to rounding.


	Common Shares and Capital in Excess of Stated Value		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Loss		Total Equity
Balance at September 30, 2021	$	477.0	$	1,605.1	$	(1,002.4)	$	(66.4)	$	1,013.3

Net income (loss)	—		(50.0)		—		—		(50.0)
Other comprehensive income (loss)	—		—		—		5.7		5.7
Share-based compensation	7.3		—		—		—		7.3
Dividends declared ($0.66 per share)	—		(37.3)		—		—		(37.3)
Treasury share purchases	—		—		(129.5)		—		(129.5)
Treasury share issuances	2.6		—		19.5		—		22.1



Balance at January 1, 2022	486.9		1,517.8		(1,112.4)		(60.7)		831.6
Net income (loss)	—		276.5		—		—		276.5
Other comprehensive income (loss)	—		—		—		12.3		12.3
Share-based compensation	15.9		—		—		—		15.9
Dividends declared ($0.66 per share)	—		(35.5)		—		—		(35.5)
Treasury share purchases	—		—		(128.1)		—		(128.1)
Treasury share issuances	(141.0)		—		143.3		—		2.3

Balance at April 2, 2022	361.8		1,758.8		(1,097.2)		(48.4)		975.0
Net income (loss)	—		(443.9)		—		—		(443.9)
Other comprehensive income (loss)	—		—		—		(76.3)		(76.3)
Share-based compensation	1.6		—		—		—		1.6
Dividends declared ($0.66 per share)	—		(38.0)		—		—		(38.0)
Treasury share purchases	—		—		(0.1)		—		(0.1)
Treasury share issuances	(1.4)		—		1.2		—		(0.2)
Balance at July 2, 2022	$	362.0	$	1,276.9	$	(1,096.1)	$	(124.7)	$	418.1

The sum of the components may not equal due to rounding.

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss (“AOCL”) by component were as follows for each of the periods indicated:


	Three Months Ended
	Foreign Currency Translation Adjustments		Net Unrealized Gain (Loss) On Derivative Instruments		Net Unrealized Gain (Loss) On Securities		Pension and Other Post-Retirement Benefit Adjustments		Accumulated Other Comprehensive Income (Loss)
Balance at April 1, 2023	$	(20.7)	$	11.8	$	(105.7)	$	(72.6)	$	(187.1)
Other comprehensive income (loss) before reclassifications	2.7		9.7		0.6		—		13.0
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(4.3)		—		(0.8)		(5.1)
Income tax benefit (expense)	—		(1.4)		(0.1)		0.2		(1.3)
Net current period other comprehensive income (loss)	2.7		4.0		0.5		(0.6)		6.6
Balance at July 1, 2023	$	(18.0)	$	15.8	$	(105.2)	$	(73.2)	$	(180.5)

Balance at April 2, 2022	$	(7.3)	$	31.5	$	(2.1)	$	(70.5)	$	(48.4)
Other comprehensive income (loss) before reclassifications	(12.3)		(12.2)		(79.2)		—		(103.7)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		1.9		—		4.9		6.8
Income tax benefit (expense)	—		2.7		19.2		(1.3)		20.6
Net current period other comprehensive income (loss)	(12.3)		(7.6)		(60.0)		3.6		(76.3)
Balance at July 2, 2022	$	(19.6)	$	23.9	$	(62.1)	$	(67.0)	$	(124.7)

The sum of the components may not equal due to rounding.


	Nine Months Ended
	Foreign Currency Translation Adjustments		Net Unrealized Gain (Loss) On Derivative Instruments		Net Unrealized Gain (Loss) On Securities		Pension and Other Post-Retirement Benefit Adjustments		Accumulated Other Comprehensive Income (Loss)
Balance at September 30, 2022	$	(28.9)	$	33.3	$	(79.7)	$	(69.3)	$	(144.6)
Other comprehensive income (loss) before reclassifications	10.9		(3.2)		(33.5)		—		(25.8)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(20.3)		—		(5.1)		(25.4)
Income tax benefit (expense)	—		5.9		8.0		1.3		15.2
Net current period other comprehensive income (loss)	10.9		(17.5)		(25.5)		(3.8)		(35.9)
Balance at July 1, 2023	$	(18.0)	$	15.8	$	(105.2)	$	(73.2)	$	(180.5)

Balance at September 30, 2021	$	(1.7)	$	10.2	$	(2.3)	$	(72.5)	$	(66.4)
Other comprehensive income (loss) before reclassifications	(17.9)		22.7		(78.9)		—		(74.1)
Amounts reclassified from accumulated other comprehensive net income (loss)	—		(4.1)		—		7.6		3.5
Income tax benefit (expense)	—		(4.8)		19.1		(2.0)		12.3
Net current period other comprehensive income (loss)	(17.9)		13.8		(59.8)		5.6		(58.3)
Balance at July 2, 2022	$	(19.6)	$	23.9	$	(62.1)	$	(67.0)	$	(124.7)

The sum of the components may not equal due to rounding.

Share Repurchases

On February 6, 2020, Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to $750.0 of Common Shares from April 30, 2020 through March 25, 2023. There were no share repurchases under this share repurchase authorization during fiscal 2023 through its expiration on March 25, 2023. During the three and nine months ended July 2, 2022, Scotts Miracle-Gro repurchased 0.0 million and 1.1 million Common Shares under this share repurchase authorization for $0.0 and $175.0, respectively. Treasury share purchases also include cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation of $2.8 and $9.3 for the three and nine months ended July 1, 2023, respectively, and $0.1 and $82.7 for the three and nine months ended July 2, 2022, respectively.

Share-Based Awards

Total share-based compensation was as follows for each of the periods indicated:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Share-based compensation	$	(5.8)	$	1.6	$	52.2	$	24.8
Related tax benefit recognized	0.6		0.3		11.4		3.8

During the three months ended July 1, 2023, a cumulative adjustment was recognized to share-based compensation expense for certain performance-based award units to reflect management’s assessment of a lower probability of achievement of performance goals.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
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+ Details

IMPAIRMENT, RESTRUCTURING AND OTHER - Activity Related to Liabilities Associated with Restructuring (Details) $ in Millions	9 Months Ended
	Jul. 01, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Amounts accrued for restructuring and other, beginning balance	$ 31.5
Restructuring charges	30.6
Payments	(35.2)
Amounts accrued for restructuring and other, ending balance	$ 26.9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022
Accounting Policies [Abstract]
Interest paid	$ 143.3	$ 87.8
Income tax payments (refunds), net	$ (15.4)	$ 26.9

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
GOODWILL AND INTANGIBLE ASSETS	Jul. 01, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETSDuring the third quarter of fiscal 2022, the Company performed an interim impairment review of its goodwill and a recoverability test for long-lived assets as of July 2, 2022. The Company concluded that the carrying value of long-lived assets exceeded their estimated fair value and recorded impairment charges of $69.0 related to trade names and $41.0 related to customer relationships in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022. The fair values of long-lived assets were determined using income-based approaches, including the relief-from-royalty method for trade names, that include market participant expectations of cash flows that the assets will generate over the remaining useful life discounted to present value using an appropriate discount rate. These fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements. After adjusting the carrying values of the finite-lived intangible assets, the Company completed an interim quantitative impairment test for goodwill. This quantitative test resulted in a non-cash, pre-tax goodwill impairment charge of $522.4 related to the Hawthorne reporting unit, which was recorded in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022. The carrying value of goodwill of the Hawthorne reporting unit, after recognizing the impairment, is zero. The estimated fair value of the Hawthorne reporting unit was based upon an equal weighting of the income-based and market-based approaches, utilizing estimated cash flows and a terminal value, discounted at a rate of return that reflects the relative risk of the cash flows, as well as valuation multiples derived from comparable publicly traded companies that are applied to operating performance of the reporting unit. The fair value estimate utilizes significant unobservable inputs and thus represents a Level 3 fair value measurement.

LEASES

9 Months Ended

Jul. 01, 2023

Leases [Abstract]

LEASES

The Company leases certain property and equipment from third parties under various non-cancelable lease agreements, including industrial, commercial and office properties and equipment that support the management, manufacturing, distribution and research and development of products marketed and sold by the Company. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. At July 1, 2023, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $19.1. From time to time, the Company will sublease portions of its facilities, resulting in sublease income. Sublease income and the related cash flows were not material to the condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022.

The Company leases certain vehicles (primarily cars and light trucks) under agreements that are cancellable after the first year, but typically continue on a month-to-month basis until canceled by the Company. The vehicle leases and certain other non-cancelable operating leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. If all such vehicle leases had been canceled as of July 1, 2023, the Company’s residual value guarantee would have approximated $3.9.

Supplemental balance sheet information related to the Company’s leases was as follows:


	Balance Sheet Location	July 1, 2023		July 2, 2022		September 30, 2022

Operating leases:
Right-of-use assets	Other assets	$	266.2	$	280.1	$	288.9

Current lease liabilities	Other current liabilities	77.7		71.8		76.2
Non-current lease liabilities	Other liabilities	216.4		217.7		223.2
Total operating lease liabilities		$	294.1	$	289.5	$	299.4

Finance leases:
Right-of-use assets	Property, plant and equipment, net	$	15.2	$	26.9	$	26.4

Current lease liabilities	Current portion of debt	1.9		6.1		6.4
Non-current lease liabilities	Long-term debt	15.5		23.2		22.5
Total finance lease liabilities		$	17.4	$	29.3	$	28.9

Components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Operating lease cost (a)	$	22.0	$	21.4	$	68.1	$	63.8
Variable lease cost	6.7		9.5		20.3		30.4


Finance lease cost
Amortization of right-of-use assets	0.5		1.6		2.5		4.8
Interest on lease liabilities	0.2		0.3		0.6		0.9
Total finance lease cost	$	0.7	$	1.9	$	3.1	$	5.7

(a)Operating lease cost includes amortization of right-of-use assets of $20.1 and $62.9 for the three and nine months ended July 1, 2023, respectively, and $18.5 and $55.4 for the three and nine months ended July 2, 2022, respectively. Short-term lease expense is excluded from operating lease cost and is not material.

Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows:


	Nine Months Ended
		July 1, 2023		July 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net		$	69.8	$	62.3
Operating cash flows from finance leases		0.6		0.9
Financing cash flows from finance leases		2.2		4.4

Right-of-use assets obtained in exchange for lease obligations:
Operating leases		$	67.6	$	45.0
Finance leases		—		0.4

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:


	July 1, 2023		July 2, 2022		September 30, 2022
Weighted-average remaining lease term (in years):
Operating leases	4.6		5.1		4.9
Finance leases	9.6		7.5		7.3

Weighted-average discount rate:
Operating leases	4.1	%	3.3	%	3.5	%
Finance leases	4.4	%	4.3	%	4.3	%

Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows:


Year	Operating Leases		Finance Leases
2023 (remainder of the year)	$	22.9	$	0.6
2024	87.9		2.6
2025	71.5		2.6
2026	51.6		2.1
2027	28.0		1.8
Thereafter	72.4		11.8
Total lease payments	334.3		21.5
Less: Imputed interest	(40.2)		(4.1)
Total lease liabilities	$	294.1	$	17.4

LEASES

Supplemental balance sheet information related to the Company’s leases was as follows:


	Balance Sheet Location	July 1, 2023		July 2, 2022		September 30, 2022

Operating leases:
Right-of-use assets	Other assets	$	266.2	$	280.1	$	288.9

Current lease liabilities	Other current liabilities	77.7		71.8		76.2
Non-current lease liabilities	Other liabilities	216.4		217.7		223.2
Total operating lease liabilities		$	294.1	$	289.5	$	299.4

Finance leases:
Right-of-use assets	Property, plant and equipment, net	$	15.2	$	26.9	$	26.4

Current lease liabilities	Current portion of debt	1.9		6.1		6.4
Non-current lease liabilities	Long-term debt	15.5		23.2		22.5
Total finance lease liabilities		$	17.4	$	29.3	$	28.9

Components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Operating lease cost (a)	$	22.0	$	21.4	$	68.1	$	63.8
Variable lease cost	6.7		9.5		20.3		30.4


Finance lease cost
Amortization of right-of-use assets	0.5		1.6		2.5		4.8
Interest on lease liabilities	0.2		0.3		0.6		0.9
Total finance lease cost	$	0.7	$	1.9	$	3.1	$	5.7

Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows:


	Nine Months Ended
		July 1, 2023		July 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net		$	69.8	$	62.3
Operating cash flows from finance leases		0.6		0.9
Financing cash flows from finance leases		2.2		4.4

Right-of-use assets obtained in exchange for lease obligations:
Operating leases		$	67.6	$	45.0
Finance leases		—		0.4

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:


	July 1, 2023		July 2, 2022		September 30, 2022
Weighted-average remaining lease term (in years):
Operating leases	4.6		5.1		4.9
Finance leases	9.6		7.5		7.3

Weighted-average discount rate:
Operating leases	4.1	%	3.3	%	3.5	%
Finance leases	4.4	%	4.3	%	4.3	%

Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows:


Year	Operating Leases		Finance Leases
2023 (remainder of the year)	$	22.9	$	0.6
2024	87.9		2.6
2025	71.5		2.6
2026	51.6		2.1
2027	28.0		1.8
Thereafter	72.4		11.8
Total lease payments	334.3		21.5
Less: Imputed interest	(40.2)		(4.1)
Total lease liabilities	$	294.1	$	17.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022
Accounting Policies [Abstract]
Percentage of annual net sales	75.00%
Noncash investing activities for unpaid liabilities incurred	$ 7.6	$ 13.3
Proceeds from loans receivable	$ 37.0	$ 0.0

EARNINGS PER COMMON SHARE - Additional Information (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Earnings Per Share [Abstract]
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares)	56,600	55,400	56,300	55,600
Number of anti-dilutive potential common shares excluded from the calculation (in shares)		400		600

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Jul. 01, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. To manage a portion of the volatility related to these exposures, the Company enters into various financial transactions. The utilization of these financial transactions is governed by policies covering acceptable counterparty exposure, instrument types and other hedging practices. The Company does not hold or issue derivative financial instruments for speculative trading purposes.

Exchange Rate Risk Management

The Company uses currency forward contracts to manage the exchange rate risk associated with intercompany loans and certain other balances denominated in foreign currencies. Currency forward contracts are valued using observable forward rates in commonly quoted intervals for the full term of the contracts. The notional amount of outstanding currency forward contracts was $121.7, $167.7 and $178.6 at July 1, 2023, July 2, 2022 and September 30, 2022, respectively. Contracts outstanding at July 1, 2023 will mature over the next fiscal quarter.

Interest Rate Risk Management

The Company enters into interest rate swap agreements as a means to hedge its variable interest rate risk on debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. The Company has outstanding interest rate swap agreements with major financial institutions that effectively convert a portion of the Company’s variable-rate debt to a fixed rate. Interest rate swap agreements are valued based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. Swap agreements that were hedging interest payments as of July 1, 2023, July 2, 2022 and September 30, 2022 had a maximum total U.S. dollar equivalent notional amount of $600.0, $800.0 and $800.0, respectively. Refer to “NOTE 8. DEBT” for the terms of the swap agreements outstanding at July 1, 2023. Included in the AOCL balance at July 1, 2023 was a gain of $12.0 related to interest rate swap agreements that is expected to be reclassified to earnings during the next twelve months, consistent with the timing of the underlying hedged transactions.

Commodity Price Risk Management

The Company enters into hedging arrangements designed to fix the price of a portion of its projected future urea and diesel requirements. Commodity contracts are valued using observable commodity exchange prices in active markets. Included in the AOCL balance at July 1, 2023 was a loss of $5.0 related to commodity hedges that is expected to be reclassified to earnings during the next twelve months, consistent with the timing of the underlying hedged transactions.

The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases:

Commodity

July 1,
2023

July 2,
2022

September 30,
2022

Urea

51,000 tons

79,500 tons

54,000 tons

Diesel

2,268,000 gallons

4,074,000 gallons

3,150,000 gallons

Heating Oil

1,008,000 gallons

1,470,000 gallons

1,218,000 gallons

Fair Values of Derivative Instruments

The fair values of the Company’s derivative instruments, which represent Level 2 fair value measurements, were as follows:


		Assets / (Liabilities)
Derivatives Designated as Hedging Instruments	Balance Sheet Location	July 1, 2023		July 2, 2022		September 30, 2022

Interest rate swap agreements	Prepaid and other current assets	$	16.3	$	8.0	$	12.8
	Other assets	13.1		12.3		18.2


Commodity hedging instruments	Prepaid and other current assets	—		1.7		2.4
	Other current liabilities	(0.9)		(2.4)		—
Total derivatives designated as hedging instruments		$	28.5	$	19.6	$	33.4

Derivatives Not Designated as Hedging Instruments	Balance Sheet Location
Currency forward contracts	Prepaid and other current assets	$	—	$	3.0	$	3.4
	Other current liabilities	(2.0)		—		—
Commodity hedging instruments	Prepaid and other current assets	—		3.1		0.4
	Other current liabilities	(0.4)		—		—
Total derivatives not designated as hedging instruments		(2.4)		6.1		3.8
Total derivatives		$	26.1	$	25.7	$	37.2

The effect of derivative instruments on AOCL, net of tax, and the Condensed Consolidated Statements of Operations for each of the periods presented was as follows:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain / (Loss) Recognized in AOCL
	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Interest rate swap agreements	$	8.0	$	1.3	$	7.3	$	15.7
Commodity hedging instruments	(0.8)		(10.3)		(9.7)		1.1
Total	$	7.2	$	(9.0)	$	(2.4)	$	16.8


Derivatives in Cash Flow Hedging Relationships	Reclassified from AOCL into Statement of Operations	Amount of Gain / (Loss)
		Three Months Ended				Nine Months Ended
		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Interest rate swap agreements	Interest expense	$	3.9	$	(0.4)	$	9.0	$	(2.6)
Commodity hedging instruments	Cost of sales	(0.7)		(1.0)		6.1		5.6
Total		$	3.2	$	(1.4)	$	15.1	$	3.0


Derivatives Not Designated as Hedging Instruments	Recognized in Statement of Operations	Amount of Gain / (Loss)
		Three Months Ended				Nine Months Ended
		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Currency forward contracts	Other income / expense, net	$	(2.9)	$	11.3	$	(19.5)	$	16.3
Commodity hedging instruments	Cost of sales	(1.0)		4.6		(0.1)		11.1
Total		$	(3.9)	$	15.9	$	(19.6)	$	27.4

INVENTORIES (Tables)

9 Months Ended

Jul. 01, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consisted of the following for each of the periods presented:


	July 1, 2023		July 2, 2022		September 30, 2022

Finished goods	$	534.4	$	988.0	$	926.2
Raw materials	271.3		310.4		293.2
Work-in-process	79.2		109.2		124.1
Total	$	884.9	$	1,407.6	$	1,343.5

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Current assets:
Cash and cash equivalents	$ 27.4	$ 86.8	$ 27.8
Accounts receivable, less allowances of $22.3, $16.8 and $14.4, respectively	717.7	299.0	674.7
Accounts receivable pledged	442.2	79.8	277.8
Inventories	884.9	1,343.5	1,407.6
Prepaid and other current assets	178.8	172.8	200.8
Total current assets	2,251.0	1,981.9	2,588.7
Investment in unconsolidated affiliates	196.5	193.8	208.3
Property, plant and equipment, net of accumulated depreciation of $805.3, $778.4 and $777.9, respectively	590.3	606.0	625.2
Goodwill	254.5	254.0	254.7
Intangible assets, net	560.2	580.2	627.1
Other assets	601.9	680.9	689.7
Total assets	4,454.4	4,296.8	4,993.7
Current liabilities:
Current portion of debt	450.7	144.3	322.0
Accounts payable	365.7	422.6	291.0
Other current liabilities	512.7	397.0	458.9
Total current liabilities	1,329.1	963.9	1,071.9
Long-term debt	2,628.8	2,826.2	3,155.6
Other liabilities	361.7	359.0	348.1
Total liabilities	4,319.6	4,149.1	4,575.6
Commitments and contingencies
Equity:
Common shares and capital in excess of $0.01 stated value per share; shares outstanding of 56.1, 55.4 and 55.5, respectively	350.5	364.0	362.0
Retained earnings	996.8	1,020.1	1,276.9
Treasury shares, at cost; 12.0, 12.8 and 12.8 shares, respectively	(1,032.0)	(1,091.8)	(1,096.1)
Accumulated other comprehensive loss	(180.5)	(144.6)	(124.7)
Total equity	134.8	147.7	418.1
Total liabilities and equity	$ 4,454.4	$ 4,296.8	$ 4,993.7

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Outstanding Commodity Contracts (Details)	9 Months Ended		12 Months Ended
	Jul. 01, 2023 T gal	Jul. 02, 2022 T gal	Sep. 30, 2022 T gal
Urea (in tons)
Derivative [Line Items]
Outstanding commodity contracts, mass \| T	51,000	79,500	54,000
Diesel (in gallons)
Derivative [Line Items]
Outstanding commodity contracts, volume	2,268,000	4,074,000	3,150,000
Heating Oil (in gallons)
Derivative [Line Items]
Outstanding commodity contracts, volume	1,008,000	1,470,000	1,218,000

IMPAIRMENT, RESTRUCTURING AND OTHER (Tables)

9 Months Ended

Jul. 01, 2023

Restructuring and Related Activities [Abstract]

Schedules of Impairment, Restructuring and Other Charges, and Activity Related to Liabilities

The following table details impairment, restructuring and other charges for each of the periods presented:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Cost of sales—impairment, restructuring and other:

Restructuring and other charges, net	$	28.6	$	58.8	$	134.3	$	61.3
Right-of-use asset impairments	3.7		—		19.1		—
Property, plant and equipment impairments	0.5		7.0		8.4		9.8
Operating expenses:

Restructuring and other charges, net	1.7		25.3		32.0		27.1
Goodwill and intangible asset impairments	—		633.1		—		633.1
Total impairment, restructuring and other charges	$	34.5	$	724.2	$	193.8	$	731.3

The following table summarizes the activity related to liabilities associated with restructuring activities during the nine months ended July 1, 2023:


Amounts accrued at September 30, 2022	$	31.5
Restructuring charges	30.6

Payments	(35.2)
Amounts accrued at July 1, 2023	$	26.9

FAIR VALUE MEASUREMENTS - Rollforward (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Total realized / unrealized gains (losses) included in OCI	$ 13.0	$ (103.7)	$ (25.8)	$ (74.1)
Net Unrealized Gain (Loss) On Securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Total realized / unrealized gains (losses) included in OCI	0.6	(79.2)	(33.5)	(78.9)
Fair value, inputs, level 3 \| Fair Value, Measurements, Recurring \| Convertible debt investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Purchases	0.0	25.0	0.0	25.0
Total realized / unrealized gains included in net earnings	1.1	0.9	3.0	2.7
Fair value, inputs, level 3 \| Fair Value, Measurements, Recurring \| Convertible debt investments \| Net Unrealized Gain (Loss) On Securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Total realized / unrealized gains (losses) included in OCI	0.6	(79.2)	(33.5)	(78.9)
Fair value, inputs, level 3 \| Estimated Fair Value \| Fair Value, Measurements, Recurring \| Convertible debt investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	84.8	192.4	117.0	190.3
Fair value at end of period	$ 86.5	$ 139.1	$ 86.5	$ 139.1

Cover Page - shares	9 Months Ended
Cover Page - shares	Jul. 01, 2023	Aug. 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 01, 2023
Document Transition Report	false
Entity File Number	001-11593
Entity Registrant Name	Scotts Miracle-Gro Co
Entity Central Index Key	0000825542
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	31-1414921
Entity Address, Address Line One	14111 Scottslawn Road,
Entity Address, City or Town	Marysville,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43041
City Area Code	937
Local Phone Number	644-0011
Title of 12(b) Security	Common Shares, $0.01 stated value
Trading Symbol	SMG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,156,151

LEASES - Maturities of Lease Liabilities by Fiscal Year Schedule (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Operating Leases
2023 (remainder of the year)	$ 22.9
2024	87.9
2025	71.5
2026	51.6
2027	28.0
Thereafter	72.4
Total lease payments	334.3
Less: Imputed interest	(40.2)
Total lease liabilities	294.1	$ 299.4	$ 289.5
Finance Leases
2023 (remainder of the year)	0.6
2024	2.6
2025	2.6
2026	2.1
2027	1.8
Thereafter	11.8
Total lease payments	21.5
Less: Imputed interest	(4.1)
Total lease liabilities	$ 17.4	$ 28.9	$ 29.3

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 43.7	$ (443.9)	$ 88.3	$ (217.5)
Other comprehensive income (loss):
Net foreign currency translation adjustment	2.7	(12.3)	10.9	(17.9)
Net unrealized gain (loss) on derivative instruments, net of tax	7.2	(9.0)	(2.4)	16.8
Reclassification of net unrealized (gain) loss on derivative instruments to net income, net of tax	(3.2)	1.4	(15.1)	(3.0)
Net unrealized gain (loss) on securities, net of tax	0.5	(60.0)	(25.5)	(59.8)
Pension and other post-retirement benefit adjustments, net of tax	(0.6)	3.6	(3.8)	5.6
Total other comprehensive income (loss)	6.6	(76.3)	(35.9)	(58.3)
Comprehensive income (loss)	$ 50.3	$ (520.2)	$ 52.4	$ (275.8)

LEASES (Tables)

9 Months Ended

Jul. 01, 2023

Leases [Abstract]

Weighted-Average Remaining Lease Term and Discount Rate and Supplemental Balance Sheet Information Schedule

Supplemental balance sheet information related to the Company’s leases was as follows:


	Balance Sheet Location	July 1, 2023		July 2, 2022		September 30, 2022

Operating leases:
Right-of-use assets	Other assets	$	266.2	$	280.1	$	288.9

Current lease liabilities	Other current liabilities	77.7		71.8		76.2
Non-current lease liabilities	Other liabilities	216.4		217.7		223.2
Total operating lease liabilities		$	294.1	$	289.5	$	299.4

Finance leases:
Right-of-use assets	Property, plant and equipment, net	$	15.2	$	26.9	$	26.4

Current lease liabilities	Current portion of debt	1.9		6.1		6.4
Non-current lease liabilities	Long-term debt	15.5		23.2		22.5
Total finance lease liabilities		$	17.4	$	29.3	$	28.9

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:


	July 1, 2023		July 2, 2022		September 30, 2022
Weighted-average remaining lease term (in years):
Operating leases	4.6		5.1		4.9
Finance leases	9.6		7.5		7.3

Weighted-average discount rate:
Operating leases	4.1	%	3.3	%	3.5	%
Finance leases	4.4	%	4.3	%	4.3	%

Lease Cost Components and Supplemental Cash Flow Information and Non-Cash Activity For Company's Leases Schedules

Components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022

Operating lease cost (a)	$	22.0	$	21.4	$	68.1	$	63.8
Variable lease cost	6.7		9.5		20.3		30.4


Finance lease cost
Amortization of right-of-use assets	0.5		1.6		2.5		4.8
Interest on lease liabilities	0.2		0.3		0.6		0.9
Total finance lease cost	$	0.7	$	1.9	$	3.1	$	5.7

Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows:


	Nine Months Ended
		July 1, 2023		July 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net		$	69.8	$	62.3
Operating cash flows from finance leases		0.6		0.9
Financing cash flows from finance leases		2.2		4.4

Right-of-use assets obtained in exchange for lease obligations:
Operating leases		$	67.6	$	45.0
Finance leases		—		0.4

Maturities of Operating Lease Liabilities by Fiscal Year Schedule

Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows:


Year	Operating Leases		Finance Leases
2023 (remainder of the year)	$	22.9	$	0.6
2024	87.9		2.6
2025	71.5		2.6
2026	51.6		2.1
2027	28.0		1.8
Thereafter	72.4		11.8
Total lease payments	334.3		21.5
Less: Imputed interest	(40.2)		(4.1)
Total lease liabilities	$	294.1	$	17.4

Maturities of Finance Lease Liabilities by Fiscal Year Schedule

Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows:


Year	Operating Leases		Finance Leases
2023 (remainder of the year)	$	22.9	$	0.6
2024	87.9		2.6
2025	71.5		2.6
2026	51.6		2.1
2027	28.0		1.8
Thereafter	72.4		11.8
Total lease payments	334.3		21.5
Less: Imputed interest	(40.2)		(4.1)
Total lease liabilities	$	294.1	$	17.4

LEASES - Supplemental Balance Sheet Information Schedule (Details) - USD ($) $ in Millions	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Leases [Abstract]
Operating lease right-of-use-assets	$ 266.2	$ 288.9	$ 280.1
Operating lease current lease liabilities	77.7	76.2	71.8
Operating lease non-current lease liabilities	216.4	223.2	217.7
Total operating lease liabilities	294.1	299.4	289.5
Finance lease right-of-use assets	15.2	26.4	26.9
Finance lease current lease liabilities	1.9	6.4	6.1
Finance lease non-current lease liabilities	15.5	22.5	23.2
Total finance lease liabilities	$ 17.4	$ 28.9	$ 29.3

MARKETING AGREEMENT - Net Commission Earned Under Marketing Agreement (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jul. 02, 2022	Jul. 01, 2023	Jul. 02, 2022
Marketing Agreement [Line Items]
Contribution expenses	$ (880.1)	$ (883.7)	$ (2,300.7)	$ (2,415.6)
Restated Marketing Agreement
Marketing Agreement [Line Items]
Gross commission	12.3	20.9	70.9	73.4
Contribution expenses	(4.5)	(4.5)	(13.5)	(13.5)
Net commission	7.8	16.4	57.4	59.9
Reimbursements associated with Roundup® marketing agreement	23.5	14.8	65.9	56.4
Total net sales associated with Roundup® marketing agreement	$ 31.3	$ 31.2	$ 123.3	$ 116.3

DEBT - Senior Notes - 4.000% (Details) - Senior notes - 4.000% Senior Notes - USD ($) $ in Millions	Mar. 17, 2021	Jul. 01, 2023	Sep. 30, 2022	Jul. 02, 2022
Debt Instrument [Line Items]
Proceeds from issuance of unsecured debt	$ 500.0
Interest rate of debt (percentage)	4.00%	4.00%	4.00%	4.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INCOME TAXES	9 Months Ended
INCOME TAXES	Jul. 01, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The effective tax rates for the nine months ended July 1, 2023 and July 2, 2022 were 17.7% and 24.1%, respectively. The effective tax rate used for interim reporting purposes is based on management’s best estimate of factors impacting the effective tax rate for the full fiscal year and includes the impact of discrete items recognized in the quarter. There can be no assurance that the effective tax rate estimated for interim financial reporting purposes will approximate the effective tax rate determined at fiscal year-end. During the three and nine months ended July 2, 2022, the Company recognized non-cash, pre-tax goodwill and intangible asset impairment charges of $632.4 related to its Hawthorne segment in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. The tax impact of the impairment charges was a benefit of $138.0, which is net of the impact of non-deductible goodwill of $18.5, for the three and nine months ended July 2, 2022 and was recorded in the “Income tax expense (benefit)” line in the Condensed Consolidated Statements of Operations. The tax impact of non-deductible goodwill was considered a discrete item because the Company has no remaining non-deductible goodwill. This discrete item decreased the effective tax rate by approximately 640 bps for the nine months ended July 2, 2022 because the Company incurred a net loss during this period. Scotts Miracle-Gro or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. Subject to the following exceptions, the Company is no longer subject to examination by these tax authorities for fiscal years prior to 2020. There are currently no ongoing audits with respect to the U.S. federal jurisdiction. With respect to the foreign jurisdictions, a German audit covering fiscal years 2018 through 2020 and a Canadian audit covering fiscal years 2020 through 2021 are in process. The Company is currently under examination by certain U.S. state and local tax authorities covering various periods from fiscal years 2017 through 2021. In addition to the aforementioned audits, certain other tax deficiency notices and refund claims for previous years remain unresolved. The Company currently anticipates that few of its open and active audits will be resolved within the next twelve months. The Company is unable to make a reasonably reliable estimate as to when or if cash settlements with taxing authorities may occur. Although the outcomes of such examinations and the timing of any payments required upon the conclusion of such examinations are subject to significant uncertainty, the Company does not anticipate that the resolution of these tax matters or any events related thereto will result in a material change to its consolidated financial position, results of operations or cash flows.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details