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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 001-11593
____________________________________ 
The Scotts Miracle-Gro Company

(Exact name of registrant as specified in its charter)
____________________________________________
Ohio31-1414921
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (Zip Code)
(937) 644-0011
(Registrant’s telephone number, including area code)
_____________________________________________ 
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $0.01 stated valueSMGNYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒  Accelerated filer☐
Non-accelerated filer☐  Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Yes☐No☒
As of February 2, 2024, there were 56,692,312 Common Shares outstanding.
1
Table of Contents
THE SCOTTS MIRACLE-GRO COMPANY
INDEX
  PAGE NO.

2
Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
 
 Three Months Ended
 December 30,
2023		December 31,
2022
Net sales$410.4 $526.6 
Cost of sales354.0 420.6 
Cost of sales—impairment, restructuring and other (5.8)10.3 
Gross margin62.2 95.7 
Operating expenses:
Selling, general and administrative114.8 128.5 
Impairment, restructuring and other(7.1)8.5 
Other expense, net1.8 0.5 
Loss from operations(47.3)(41.8)
Equity in loss of unconsolidated affiliates22.5 11.4 
Interest expense42.8 42.7 
Other non-operating (income) expense, net1.6 (1.6)
Loss before income taxes(114.2)(94.3)
Income tax benefit(33.7)(29.6)
Net loss$(80.5)$(64.7)
Basic net loss per common share:$(1.42)$(1.17)
Diluted net loss per common share:$(1.42)$(1.17)
Weighted-average common shares outstanding during the period56.7 55.5 
Weighted-average common shares outstanding during the period plus dilutive potential common shares56.7 55.5 
See Notes to Condensed Consolidated Financial Statements.
3
Contents


THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Comprehensive (Income) Loss
(In millions)
(Unaudited)
 Three Months Ended
 December 30,
2023		December 31,
2022
Net loss$(80.5)$(64.7)
Other comprehensive income (loss):
Net foreign currency translation adjustment3.1 7.2 
Net unrealized loss on derivative instruments, net of tax(8.2)(4.8)
Reclassification of net unrealized gains on derivative instruments to net loss, net of tax(1.5)(3.7)
Net unrealized loss on securities, net of tax(0.9)(20.4)
Pension and other post-retirement benefit adjustments, net of tax(1.4)(2.9)
Total other comprehensive loss(8.9)(24.6)
Comprehensive loss$(89.4)$(89.3)
See Notes to Condensed Consolidated Financial Statements.

4
Contents


THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 Three Months Ended
 December 30,
2023		December 31,
2022
OPERATING ACTIVITIES
Net loss$(80.5)$(64.7)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment, restructuring and other0.2 3.9 
Share-based compensation expense16.0 20.9 
Depreciation16.1 17.5 
Amortization4.0 7.7 
Deferred taxes(7.1)23.1 
Equity in loss of unconsolidated affiliates22.5 11.4 
Other, net(0.2)— 
Changes in assets and liabilities, net of acquired businesses:
Accounts receivable18.2 (108.4)
Inventories(286.3)(177.2)
Prepaid and other assets(40.8)(67.0)
Accounts payable83.6 (44.7)
Other current liabilities(81.8)(53.5)
Other non-current items(7.6)(2.8)
Other, net0.5 2.2 
Net cash used in operating activities(343.2)(431.6)
INVESTING ACTIVITIES
Investments in property, plant and equipment(37.9)(29.6)
Investments in unconsolidated affiliates(21.4)— 
Other investing, net6.1 (6.4)
Net cash used in investing activities(53.2)(36.0)
FINANCING ACTIVITIES
Borrowings under revolving and bank lines of credit and term loans444.9 645.6 
Repayments under revolving and bank lines of credit and term loans(34.7)(202.6)
Dividends paid(37.4)(36.6)
Purchase of Common Shares(3.1)(0.8)
Cash received from exercise of stock options0.5 0.6 
Other financing, net4.0 — 
Net cash provided by financing activities374.2 406.2 
Effect of exchange rate changes on cash0.7 0.2 
Net decrease in cash and cash equivalents(21.5)(61.2)
Cash and cash equivalents at beginning of period31.9 86.8 
Cash and cash equivalents at end of period$10.4 $25.6 
See Notes to Condensed Consolidated Financial Statements.
5
Contents


THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)
 
December 30,
2023		December 31,
2022		September 30,
2023
ASSETS
Current assets:
Cash and cash equivalents$10.4 $25.6 $31.9 
Accounts receivable, less allowances of $15.9, $12.0 and $15.1, respectively
287.6 311.4 304.2 
Accounts receivable pledged— 178.9 — 
Inventories1,169.6 1,525.9 880.3 
Prepaid and other current assets213.8 257.5 181.4 
Total current assets1,681.4 2,299.3 1,397.8 
Investment in unconsolidated affiliates90.8 181.5 91.9 
Property, plant and equipment, net of accumulated depreciation of $760.5, $780.6 and $765.4, respectively
610.4 592.8 610.3 
Goodwill243.9 254.3 243.9 
Intangible assets, net433.2 576.0 436.7 
Other assets656.4 630.1 633.1 
Total assets$3,716.1 $4,534.0 $3,413.7 
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current portion of debt$54.5 $216.8 $52.3 
Accounts payable332.5 366.8 271.2 
Other current liabilities377.1 348.1 450.2 
Total current liabilities764.1 931.7 773.7 
Long-term debt2,969.0 3,189.6 2,557.4 
Other liabilities368.4 353.2 349.9 
Total liabilities4,101.5 4,474.5 3,681.0 
Commitments and contingencies (Note 10)
Equity (deficit):
Common shares and capital in excess of $0.01 stated value per share; shares outstanding of 56.7, 55.9 and 56.5, respectively
349.6 367.6 353.1 
Retained earnings372.4 917.9 490.9 
Treasury shares, at cost; 11.5, 12.3 and 11.6 shares, respectively
(985.7)(1,056.7)(998.5)
Accumulated other comprehensive loss(121.7)(169.3)(112.8)
Total equity (deficit)(385.4)59.5 (267.3)
Total liabilities and equity (deficit) $3,716.1 $4,534.0 $3,413.7 
See Notes to Condensed Consolidated Financial Statements.
6
THE SCOTTS MIRACLE-GRO COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in millions, except per share data)

NOTE 1. 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 is also impacted by seasonal sales patterns for certain product categories due to the timing of growing patterns 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 months ended December 30, 2023 and December 31, 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 December 30, 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, 2023 (the “2023 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, 2023 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.
Accounts Receivable
On October 27, 2023, the Company entered into a Master Receivables Purchase Agreement (the “Master Receivables Purchase Agreement”), under which it may sell up to $600.0 of available and eligible outstanding customer accounts receivable generated by sales to four specified customers. The agreement is uncommitted and has an initial term that expires October 25, 2024, unless earlier terminated by the purchaser. The receivable sales are non-recourse to the Company, other than with respect to (i) repurchase and indemnification obligations for any violations by the Company of its respective representations or obligations as seller or servicer and (ii) certain repurchase and payment obligations arising from any dilution of, or dispute with respect to, any purchased receivables that arise after the sale of such purchased receivables to the purchaser not contemplated in the applicable purchase price of such purchased receivable. The recourse obligations of the Company that may arise from time to time are supported by standby letters of credit of $70.0. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheets at the time of the sales transaction. Proceeds received from the sales of accounts receivable are classified as operating cash flows and collections of previously sold accounts receivable not yet submitted to the financial institution are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. The Company records the discount in the “Other expense, net” line in the Condensed Consolidated Statements of Operations. At December 30, 2023, net receivables of $140.1 were derecognized. During the three months ended December 30, 2023, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $199.6.
7
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
Supplier Finance Program
The Company has an agreement to provide a supplier finance program which facilitates participating suppliers’ ability to finance payment obligations of the Company with a designated third-party financial institution. Participating suppliers may, at their sole discretion, elect to finance payment obligations of the Company prior to their scheduled due dates at a discounted price to the participating financial institution. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under this arrangement. The payment terms that the Company negotiates with its suppliers are consistent, regardless of whether a supplier participates in the program. The Company’s current payment terms with a majority of its suppliers generally range from 30 to 60 days, which is deemed to be commercially reasonable. The Company’s outstanding payment obligations under its supplier finance program were $30.8, $20.4, and $18.3 at December 30, 2023, December 31, 2022 and September 30, 2023, respectively, and are recorded within accounts payable in the Condensed Consolidated Balance Sheets. The associated payments were $69.8 and $50.5 for the three months ended December 30, 2023 and December 31, 2022, respectively, and are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.
Long-Lived Assets
The Company had non-cash investing activities of $8.6 and $19.2 during the three months ended December 30, 2023 and December 31, 2022, respectively, representing unpaid liabilities to acquire property, plant and equipment.
Statements of Cash Flows
Supplemental cash flow information was as follows:
Three Months Ended
December 30,
2023		December 31,
2022
Interest paid$49.6 $48.8 
Income taxes paid (refunded), net0.8 (23.9)
Cash flow from operating activities for the three months ended December 31, 2022 was impacted by extended payment terms with vendors across the U.S. Consumer and Hawthorne segments for payments originally due in the final weeks of fiscal 2022 that were paid in the first quarter of fiscal 2023.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU requires disclosure of the key terms of outstanding supplier finance programs and a roll-forward of the related obligations. ASU No. 2022-04 is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the ASU as of October 1, 2023. The adoption relates to disclosures only and does not have any impact on the Company’s consolidated financial position, results of operations or cash flows.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU primarily requires enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. ASU No. 2023-09 is to be applied prospectively, with the option to apply the standard retrospectively, effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
8
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
NOTE 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES
On 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 amended the joint venture agreement to allow AFC to make an additional equity contribution to Bonnie Plants, LLC, and, as a result of this contribution by AFC, the Company’s equity interest in Bonnie Plants, LLC was reduced to 45%. On November 7, 2023, the Company purchased an additional 5% equity interest in Bonnie Plants, LLC from AFC for $21.4, which restores its total equity interest back to 50%. The Company’s interest is accounted for using the equity method of accounting, with the Company’s proportionate share of Bonnie Plants, LLC earnings reflected in the Condensed Consolidated Statements of Operations.
During the three months ended December 30, 2023 and December 31, 2022, the Company recorded equity in loss of unconsolidated affiliates of $22.5 and $11.4, respectively, associated with Bonnie Plants, LLC. During the three months ended December 30, 2023, the Company recorded a pre-tax impairment charge of $10.4 associated with its investment in Bonnie Plants, LLC in the “Equity in loss of unconsolidated affiliates” line in the Condensed Consolidated Statements of Operations. The estimated fair value of Bonnie Plants, LLC was based upon an equal weighting of the income-based and market-based approaches, utilizing estimated cash flows and a terminal value discounted at a rate of return that reflects the relative risk of the cash flows, as well as valuation multiples derived from comparable publicly traded companies that are applied to operating performance of the investment. The fair value estimate utilizes significant unobservable inputs and thus represents a Level 3 fair value measurement.
NOTE 3. IMPAIRMENT, RESTRUCTURING AND OTHER
Activity described herein is classified within the “Cost of sales—impairment, restructuring and other” and “Impairment, restructuring and other” lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges (recoveries) for each of the periods presented:
Three Months Ended
December 30,
2023		December 31,
2022
Cost of sales—impairment, restructuring and other:
Restructuring and other charges (recoveries), net$(5.8)$7.1 
Property, plant and equipment impairments— 3.2 
Operating expenses—impairment, restructuring and other:
Restructuring and other charges (recoveries), net(7.1)8.5 
Total impairment, restructuring and other charges (recoveries), net$(12.9)$18.8 
The following table summarizes the activity related to liabilities associated with restructuring activities during the three months ended December 30, 2023:
Amounts accrued at September 30, 2023$40.5 
Restructuring charges3.6 
Payments(10.1)
Amounts accrued at December 30, 2023$34.0 
As of December 30, 2023, restructuring accruals include $13.8 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. These changes and initiatives include reducing the size of the supply chain network, reducing staffing levels and implementing other cost-reduction initiatives. The Company has also accelerated the reduction of certain Hawthorne inventory, primarily lighting, growing environments and hardware products, to reduce its on hand inventory to align with the reduced network capacity. During the three months ended December 30, 2023, the Company recorded recoveries of $3.7 associated with this restructuring initiative, primarily related to the sale of certain previously-reserved inventory at amounts in excess of estimated net realizable value, partially offset by employee termination benefits and facility closure costs. The Company incurred costs of $2.0 in its U.S. Consumer segment and recorded recoveries of $7.7 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 30, 2023. The Company recorded recoveries of $0.8 in its U.S. Consumer segment and incurred costs of $0.3 in its Hawthorne segment and $2.4 at Corporate in the
9
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
“Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 30, 2023. During the three months ended December 31, 2022, the Company incurred costs of $14.5 associated with this restructuring initiative primarily related to employee termination benefits, facility closure costs and impairment of property, plant and equipment. The Company incurred costs of $1.0 in its U.S. Consumer segment and $8.4 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 31, 2022. The Company incurred costs of $0.2 in its U.S. Consumer segment, $1.0 in its Hawthorne segment, $0.1 in its Other segment and $3.8 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 31, 2022. Costs incurred since the inception of this restructuring initiative through December 30, 2023 were $217.1 for the Hawthorne segment, $46.7 for the U.S. Consumer segment, $1.6 for the Other segment and $25.1 for Corporate.
During the three months ended December 30, 2023, the Company recorded a gain of $12.1 in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with a payment received in resolution of a dispute with the former ownership group of a business that was acquired in fiscal 2022. This payment was classified as an operating activity in the Condensed Consolidated Statements of Cash Flows.
NOTE 4. INVENTORIES
Inventories consisted of the following for each of the periods presented:
December 30,
2023		December 31,
2022		September 30,
2023
Finished goods$770.6 $1,045.0 $506.2 
Raw materials298.1 360.6 272.5 
Work-in-process100.9 120.3 101.6 
Total inventories, net$1,169.6 $1,525.9 $880.3 
NOTE 5. 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).
10
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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
 December 30,
2023		December 31,
2022
Gross commission$8.8 $9.6 
Contribution expenses(4.5)(4.5)
Net commission4.3 5.1 
Reimbursements associated with Roundup® marketing agreement
19.1 15.2 
Total net sales associated with Roundup® marketing agreement
$23.4 $20.3 
NOTE 6. DEBT
The components of debt are as follows:
December 30,
2023		December 31,
2022		September 30,
2023
Credit Facilities:
Revolving loans$511.2 $681.5 $88.3 
Term loans912.5 962.5 925.0 
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— 161.0 — 
Finance lease obligations17.3 18.5 16.9 
Other2.5 3.8 0.4 
Total debt3,043.5 3,427.3 2,630.6 
Less current portions54.5 216.8 52.3 
Less unamortized debt issuance costs20.0 20.9 20.9 
Long-term debt$2,969.0 $3,189.6 $2,557.4 
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.
11
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
On June 8, 2022, the Company entered into Amendment No. 1 to the Sixth A&R Credit Agreement (“Amendment No. 1”). 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 to the Sixth A&R Credit Agreement (“Amendment No. 2”). Amendment No. 2 (i) reduces the revolving loan commitments by $250.0; (ii) increases 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) replaces the interest coverage covenant with a fixed charge coverage covenant; (iv) increases the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 25 bps for each existing pricing tier and adds a pricing tier applicable to periods when the leverage ratio exceeds 6.00; (v) limits the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) adds the Company’s intellectual property (subject to certain 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 subjects the Company’s ability to make certain investments to pro forma compliance with certain leverage levels specified in Amendment No. 2. 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 (subject to certain exceptions) 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 December 30, 2023, the Company had letters of credit outstanding in the aggregate principal amount of $78.0, and had $660.7 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 9.1% and 6.6% for the three months ended December 30, 2023 and December 31, 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) 8.25 for the first quarter of fiscal 2024, (ii) 7.75 for the second quarter of fiscal 2024, (iii) 6.50 for the third quarter of fiscal 2024, (iv) 6.00 for the fourth quarter of fiscal 2024, (v) 5.50 for the first quarter of fiscal 2025, (vi) 5.25 for the second quarter of fiscal 2025, (vii) 5.00 for the third quarter of fiscal 2025, (viii) 4.75 for the fourth quarter of fiscal 2025 and (ix) 4.50 for the first quarter of fiscal 2026 and thereafter. The Company’s leverage ratio was 7.20 at December 30, 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, 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 first quarter of fiscal 2024 through the third quarter of fiscal 2024 and (ii) 1.00 for the fourth quarter of fiscal 2024 and thereafter. The Company’s fixed charge coverage ratio was 1.08 for the twelve months ended December 30, 2023.
As of December 30, 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 December 30, 2023, the Company’s indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $3,023.7. 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.
12
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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.
The Senior Notes contain an affirmative covenant regarding the Company’s interest coverage ratio determined as of the end of each of its fiscal quarters, calculated as Adjusted EBITDA divided by interest expense excluding costs related to refinancings. The minimum required interest coverage ratio is 2.00. The Company’s interest coverage ratio was 2.49 for the twelve months ended December 30, 2023.
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 which the Company could sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers subject to agreeing to repurchase the receivables on a weekly basis. The eligible accounts receivable consisted of accounts receivable generated by sales to three specified customers. The eligible amount of customer accounts receivables which could be sold under the Receivables Facility was $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 expired on August 18, 2023.
The sale of receivables under the Receivables Facility was accounted for as short-term debt and the Company continued to carry the receivables on its Condensed Consolidated Balance Sheets, primarily as a result of its requirement to repurchase receivables sold. As of December 31, 2022, there were $161.0 in borrowings on receivables pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was $178.9.
13
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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 December 30, 2023, December 31, 2022 and September 30, 2023 had a maximum total U.S. dollar equivalent notional amount of $700.0, $800.0 and $600.0, respectively. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at December 30, 2023 are shown in the table below:
Notional
Amount ($)		 Effective
Date (a)		Expiration
Date		Fixed
Rate
200 
(b)
1/20/20226/20/20240.49 %
200 6/7/20236/8/20260.80 %
150 6/7/20234/7/20273.37 %
50 6/7/20234/7/20273.34 %
100 
(b)
11/20/20233/22/20274.74 %
(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 6.0% and 5.2% for the three months ended December 30, 2023 and December 31, 2022, respectively.
NOTE 7. EQUITY (DEFICIT)
The following tables provide a summary of the changes in equity (deficit) 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
(Deficit)
Balance at September 30, 2023$353.1 $490.9 $(998.5)$(112.8)$(267.3)
Net income (loss)— (80.5)— — (80.5)
Other comprehensive income (loss)— — — (8.9)(8.9)
Share-based compensation11.7 — — — 11.7 
Dividends declared ($0.66 per share)
— (38.0)— — (38.0)
Treasury share purchases— — (3.1)— (3.1)
Treasury share issuances(15.2)— 15.9 — 0.7 
Balance at December 30, 2023$349.6 $372.4 $(985.7)$(121.7)$(385.4)
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
(Deficit)
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 compensation20.8 — — — 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)$59.5 
The sum of the components may not equal due to rounding.
14
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss (“AOCL”) by component were as follows for each of the periods indicated:
Three Months Ended
Foreign Currency
Translation Adjustments		Net Unrealized Gain (Loss)
On Derivative Instruments		Net Unrealized Gain (Loss)
On Securities		Pension and Other Post-Retirement
Benefit Adjustments		Accumulated Other
Comprehensive Income (Loss)
Balance at September 30, 2023$(21.9)$20.1 $(38.6)$(72.4)$(112.8)
Other comprehensive income (loss) before reclassifications3.1 (11.0)(0.9)— (8.8)
Amounts reclassified from accumulated other comprehensive net income (loss)— (2.0)— (2.1)(4.1)
Income tax benefit (expense)— 3.3 — 0.7 4.0 
Net current period other comprehensive income (loss)3.1 (9.7)(0.9)(1.4)(8.9)
Balance at December 30, 2023$(18.8)$10.4 $(39.5)$(73.8)$(121.7)
Balance at September 30, 2022$(28.9)$33.3 $(79.7)$(69.3)$(144.6)
Other comprehensive income (loss) before reclassifications7.2 (6.4)(26.8)— (26.0)
Amounts reclassified from accumulated other comprehensive net income (loss)— (5.0)— (3.9)(8.9)
Income tax benefit (expense)— 2.9 6.4 1.0 10.3 
Net current period other comprehensive income (loss)7.2 (8.5)(20.4)(2.9)(24.6)
Balance at December 31, 2022$(21.7)$24.8 $(100.2)$(72.2)$(169.3)
The sum of the components may not equal due to rounding.
Share-Based Awards
In January 2024, the shareholders of Scotts Miracle-Gro approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to increase the maximum number of Common Shares available for grant to participants under the Plan by 2.5 million Common Shares.
Total share-based compensation was as follows for each of the periods indicated:
Three Months Ended
December 30,
2023		December 31,
2022
Share-based compensation$16.0 $20.9 
Related tax benefit recognized2.6 4.7 
Stock Options
Stock option activity was as follows:
No. of
Options		Wtd. Avg.
Exercise Price		Wtd. Avg.
Remaining Life		Aggregate
Intrinsic Value
Awards outstanding at September 30, 20231,191,183 $76.64 6.6 years
Granted1,287,402 53.46 
Forfeited(18,381)50.40 
Awards outstanding at December 30, 20232,460,204 64.70 8.2 years$21.9 
Exercisable399,223 66.24 1.9 years0.9 
15
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
The weighted-average fair value per share of each option granted during the three months ended December 30, 2023 and December 31, 2022 was $15.16 and $13.67, respectively. There were no options exercised during the three months ended December 30, 2023 and December 31, 2022. As of December 30, 2023, there was $11.7 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested stock options that is expected to be recognized over a weighted-average period of 2.6 years. Cash received from the exercise of stock options, including amounts received from employee purchases under the employee stock purchase plan, was $0.5 and $0.6 for the three months ended December 30, 2023 and December 31, 2022, respectively.
The grant date fair value of stock option awards is estimated using a binomial model. Expected market price volatility is based on implied volatilities from traded options on Common Shares and historical volatility specific to the Common Shares. Historical data, including demographic factors impacting historical exercise behavior, is used to estimate stock option exercises and employee terminations within the valuation model. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life of stock options is based on historical experience and expectations for grants outstanding. The weighted average assumptions for awards granted in fiscal 2024 are as follows:
Expected volatility38.8 %
Risk-free interest rate4.7 %
Expected dividend yield4.1 %
Expected life6.1 years
Restricted share-based awards
Restricted share-based award activity (including restricted stock units and deferred stock units) was as follows: 
No. of
Units		Wtd. Avg. Grant Date
Fair Value per Unit
Awards outstanding at September 30, 2023611,838 $89.10 
Granted204,249 48.79 
Vested(11,620)79.38 
Forfeited(18,362)67.76 
Awards outstanding at December 30, 2023786,105 79.27 
The weighted-average grant-date fair value of restricted stock-based awards granted during the three months ended December 30, 2023 and December 31, 2022 was $48.79 and $50.59 per share, respectively. As of December 30, 2023, there was $18.2 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted stock-based awards that is expected to be recognized over a weighted-average period of 1.9 years.
Performance-based awards
Performance-based award activity was as follows (based on target award amounts):
No. of
Units		Wtd. Avg. Grant Date
Fair Value per Unit
Awards outstanding at September 30, 2023544,790 $76.85 
Granted11,146 44.86 
Vested (a)
(181,791)59.88 
Forfeited(184,799)64.31 
Awards outstanding at December 30, 2023189,346 99.60 
(a)     Vested at a weighted average of 100% of the target performance share units granted.
The weighted-average grant-date fair value of performance-based awards granted during the three months ended December 30, 2023 and December 31, 2022 was $44.86 and $63.61 per share, respectively. As of December 30, 2023, there was $2.2 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance-based awards that is expected to be recognized over a weighted-average period of 2.3 years. The total fair value of performance-based units vested during the three months ended December 30, 2023 and December 31, 2022 was $10.6 and $6.0, respectively.
16
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
During the three months ended December 30, 2023, the Company determined that short-term variable incentive compensation for fiscal 2024 would be provided to certain employees as performance-based awards in lieu of a cash-based program. The program is structured so the fiscal 2024 incentive grant, if any, will be made on or near the incentive payout date, subject to certain performance conditions and a service requirement. The number of performance-based units that are ultimately issued to participating employees will be determined based on a target incentive payout amount for each employee adjusted up or down based on actual performance compared to the performance conditions, and then converted into a variable number of performance-based award units based on the fair value of the Company’s Common Shares on the grant date. The awards are classified as liability awards and, as of December 30, 2023, the Company had accrued $2.3 in the “Other current liabilities” line in the Condensed Consolidated Balance Sheets associated with these awards. As of December 30, 2023, there was $17.9 of total unrecognized pre-tax compensation cost related to these nonvested performance-based awards that is expected to be recognized over the remainder of fiscal 2024. The units associated with these awards are excluded from the table above.
NOTE 8. EARNINGS PER COMMON SHARE
The following table presents information necessary to calculate basic and diluted income (loss) per Common Share.
 Three Months Ended
 December 30,
2023		December 31,
2022
Net loss$(80.5)$(64.7)
Basic net loss per common share:
Weighted-average common shares outstanding during the period56.7 55.5 
Basic net loss per common share:$(1.42)$(1.17)
Diluted net loss per common share:
Weighted-average common shares outstanding during the period56.7 55.5 
Dilutive potential common shares— — 
Weighted-average common shares outstanding during the period plus dilutive potential common shares56.7 55.5 
Diluted net loss per common share:$(1.42)$(1.17)
Antidilutive stock options outstanding1.0 0.9 
Diluted average common shares used in the diluted loss per common share calculation for the three months ended December 30, 2023 and December 31, 2022 were 56.7 million and 55.5 million, respectively, which excluded potential Common Shares of 0.5 million and 0.2 million, respectively, because the effect of their inclusion would be anti-dilutive as the Company incurred a net loss for the three months ended December 30, 2023 and December 31, 2022.
NOTE 9. INCOME TAXES
The effective tax rates for the three months ended December 30, 2023 and December 31, 2022 were 29.5% and 31.4%, 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.
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 Canadian audit covering fiscal years 2020 through 2021 is in process. The Company is currently under examination by certain U.S. state and local tax authorities covering various periods from fiscal years 2018 through 2019. In addition to the aforementioned audits, certain other tax deficiency notices and refund claims for previous years remain unresolved.
17
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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.
NOTE 10. 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 December 30, 2023, the Company had recorded liabilities of $2.6 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.
NOTE 11. 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 $112.5, $159.9 and $123.1 at December 30, 2023, December 31, 2022 and September 30, 2023, respectively. Contracts outstanding at December 30, 2023 will mature over the next fiscal quarter.
18
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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 December 30, 2023, December 31, 2022 and September 30, 2023 had a maximum total U.S. dollar equivalent notional amount of $700.0, $800.0 and $600.0, respectively. Refer to “NOTE 6. DEBT” for the terms of the swap agreements outstanding at December 30, 2023. Included in the AOCL balance at December 30, 2023 was a gain of $10.3 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 December 30, 2023 was a loss of $3.3 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:
CommodityDecember 30,
2023		December 31,
2022		September 30,
2023
Urea18,000 tons27,000 tons52,500 tons
Diesel2,226,000 gallons2,058,000 gallons1,974,000 gallons
Heating Oil1,008,000 gallons1,092,000 gallons966,000 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 InstrumentsBalance Sheet LocationDecember 30,
2023		December 31,
2022		September 30,
2023
Interest rate swap agreementsPrepaid and other current assets$14.4 $14.2 $16.7 
Other assets7.1 16.1 14.7 
Other liabilities(2.0)— — 
Commodity hedging instrumentsPrepaid and other current assets— 0.3 2.3 
Other current liabilities(0.4)(2.4)— 
Total derivatives designated as hedging instruments$19.1 $28.2 $33.7 
Derivatives Not Designated as Hedging Instruments Balance Sheet Location   
Currency forward contractsPrepaid and other current assets$— $0.6 $5.6 
Other current liabilities(2.8)(0.8)— 
Commodity hedging instrumentsPrepaid and other current assets— 0.7 0.9 
Other current liabilities(0.3)— — 
Total derivatives not designated as hedging instruments(3.1)0.5 6.5 
Total derivatives$16.0 $28.7 $40.2 

19
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
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 RelationshipsAmount of Gain / (Loss)
Recognized in AOCL
Three Months Ended
December 30,
2023		December 31,
2022
Interest rate swap agreements$(6.4)$0.5 
Commodity hedging instruments(1.8)(5.3)
Total$(8.2)$(4.8)
Derivatives in Cash Flow Hedging RelationshipsReclassified from
AOCL into
Statement of Operations		Amount of Gain / (Loss)
Three Months Ended
December 30,
2023		December 31,
2022
Interest rate swap agreementsInterest expense$2.6 $1.4 
Commodity hedging instrumentsCost of sales(1.1)2.3 
Total$1.5 $3.7 
Derivatives Not Designated as Hedging InstrumentsRecognized in
Statement of Operations		Amount of Gain / (Loss)
Three Months Ended
December 30,
2023		December 31,
2022
Currency forward contractsOther income / expense, net$(4.8)$(11.3)
Commodity hedging instrumentsCost of sales(1.3)1.5 
Total$(6.1)$(9.8)

20
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
NOTE 12. 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:
 
December 30,
2023		December 31,
2022		September 30,
2023
Fair Value
Hierarchy
Level		Carrying
Amount		Estimated
Fair Value		Carrying
Amount		Estimated
Fair Value		Carrying
Amount		Estimated
Fair Value
Assets
Cash equivalentsLevel 1$1.5 $1.5 $1.9 $1.9 $1.2 $1.2 
Other
Investment securities in non-qualified retirement plan assetsLevel 140.1 40.1 37.7 37.7 36.3 36.3 
Convertible debt investmentsLevel 385.0 85.0 91.2 91.2 85.8 85.8 
Liabilities
Debt instruments
Credit facilities – revolving loansLevel 2511.2 511.2 681.5 681.5 88.3 88.3 
Credit facilities – term loansLevel 2912.5 912.5 962.5 962.5 925.0 925.0 
Senior Notes due 2031 – 4.000%
Level 2500.0 425.0 500.0 375.6 500.0 380.0 
Senior Notes due 2032 – 4.375%
Level 2400.0 339.0 400.0 303.0 400.0 304.0 
Senior Notes due 2029 – 4.500%
Level 2450.0 401.6 450.0 364.5 450.0 366.8 
Senior Notes due 2026 – 5.250%
Level 2250.0 242.2 250.0 236.3 250.0 233.1 
Receivables facilityLevel 2— — 161.0 161.0 — — 
Other debtLevel 22.5 2.5 3.8 3.8 0.4 0.4 
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
 December 30, 2023December 31, 2022
Fair value at beginning of period$85.8 $117.0 
Total realized / unrealized gains included in net earnings0.1 1.0 
Total realized / unrealized losses included in OCI(0.9)(26.8)
Fair value at end of period$85.0 $91.2 
The amortized cost basis of convertible debt investments was $225.9, $223.0 and $225.8 at December 30, 2023, December 31, 2022 and September 30, 2023, respectively. At December 30, 2023, December 31, 2022 and September 30, 2023, gross unrealized losses on convertible debt investments were $140.9, $131.9 and $140.0, respectively, and there were no gross unrealized gains. These investments have been in a continuous unrealized loss position for greater than 12 months as of December 30, 2023. The allowance for expected credit losses was $101.3, $0.0 and $101.3 at December 30, 2023, December 31, 2022 and September 30, 2023, respectively. At December 30, 2023, the period until scheduled maturity of the Company’s convertible debt investments was between 3.7 years and 5.7 years.

21
THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
NOTE 13. 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 December 30, 2023, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $23.3. 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 months ended December 30, 2023 and December 31, 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 December 30, 2023, the Company’s residual value guarantee would have approximated $5.2.
Supplemental balance sheet information related to the Company’s leases was as follows:
Balance Sheet LocationDecember 30,
2023		December 31,
2022		September 30,
2023
Operating leases:
Right-of-use assetsOther assets$282.6 $281.2 $262.6 
Current lease liabilitiesOther current liabilities77.2 76.5 76.4 
Non-current lease liabilitiesOther liabilities234.0 216.4 220.1 
Total operating lease liabilities$311.2 $292.9 $296.5 
Finance leases:
Right-of-use assetsProperty, plant and equipment, net$14.8 $16.4 $14.5 
Current lease liabilitiesCurrent portion of debt2.1 1.9 1.9 
Non-current lease liabilitiesLong-term debt15.2 16.6 15.0 
Total finance lease liabilities$17.3 $18.5 $16.9 
Components of lease cost were as follows:
Three Months Ended
December 30,
2023		December 31,
2022
Operating lease cost (a)
$22.0 $22.2 
Variable lease cost6.6 6.5 
Finance lease cost
Amortization of right-of-use assets0.6 1.4 
Interest on lease liabilities0.2 0.3 
Total finance lease cost$0.8 $1.7 
(a)Operating lease cost includes amortization of right-of-use assets of $18.2 and $19.0 for the three months ended December 30, 2023 and December 31, 2022, respectively. Short-term lease expense is excluded from operating lease cost and is not material.
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THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows:
Three Months Ended
December 30,
2023		December 31,
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net$24.3 $22.2 
Operating cash flows from finance leases0.2 0.3 
Financing cash flows from finance leases0.5 1.3 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$33.5 $16.5 
Finance leases0.8 — 
Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:
December 30,
2023		December 31,
2022
Weighted-average remaining lease term (in years):
Operating leases 5.54.7
Finance leases9.19.9
Weighted-average discount rate:
Operating leases5.5 %3.6 %
Finance leases4.5 %4.4 %
Maturities of lease liabilities by fiscal year for the Company’s leases as of December 30, 2023 were as follows:
YearOperating LeasesFinance Leases
2024 (remainder of the year)$71.0 $2.1 
202581.4 2.8 
202662.5 2.3 
202738.7 2.0 
202829.8 1.7 
Thereafter81.7 10.2 
Total lease payments365.1 21.1 
Less: Imputed interest(53.9)(3.8)
Total lease liabilities$311.2 $17.3 

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THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
NOTE 14. 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 in Canada. 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
 December 30,
2023		December 31,
2022
Net Sales:
U.S. Consumer$306.7 $369.0 
Hawthorne80.1 131.5 
Other23.6 26.1 
Consolidated$410.4 $526.6 
Segment Profit (Loss):
U.S. Consumer$(15.5)$31.3 
Hawthorne(9.7)(16.2)
Other(5.0)1.4 
Total Segment Profit (Loss)(30.2)16.5 
Corporate(26.0)(31.9)
Intangible asset amortization(4.0)(7.7)
Impairment, restructuring and other12.9 (18.7)
Equity in loss of unconsolidated affiliates(22.5)(11.4)
Interest expense(42.8)(42.7)
Other non-operating income (expense), net(1.6)1.6 
Loss before income taxes$(114.2)$(94.3)

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THE SCOTTS MIRACLE-GRO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
(Dollars in millions, except per share data)
The following table presents net sales by product category for the periods indicated:
Three Months Ended
December 30,
2023		December 31,
2022
U.S. Consumer:
Lawn care$118.8 $145.4 
Growing media and mulch72.0 97.1 
Controls53.4 58.2 
Roundup® marketing agreement
23.4 20.3 
Other, primarily gardening39.1 48.0 
Hawthorne:
Lighting31.9 50.3 
Nutrients16.6 22.8 
Growing environments11.5 25.5 
Growing media11.2 17.8 
Other, primarily hardware8.9 15.1 
Other:
Growing media13.2 15.4 
Lawn care2.3 2.6 
Other, primarily gardening and controls8.1 8.1 
Total net sales$410.4 $526.6 

The following table presents net sales by geographic area for the periods indicated:
Three Months Ended
December 30,
2023		December 31,
2022
Net sales:
United States$365.8 $465.0 
International44.6 61.6 
$410.4 $526.6 

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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide an understanding of our financial condition and results of operations by focusing on changes in certain key measures from year-to-year. This MD&A includes the following sections:
•Executive summary
•Results of operations
•Segment results
•Liquidity and capital resources
•Regulatory matters
•Critical accounting policies and estimates
This MD&A should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Annual Report”) and our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
EXECUTIVE SUMMARY
Our operations are divided into three reportable segments: U.S. Consumer, Hawthorne and Other. U.S. Consumer consists of our consumer lawn and garden business in the United States. Hawthorne consists of our indoor and hydroponic gardening business. Other primarily consists of our consumer lawn and garden business in Canada. This division of reportable segments is consistent with how the segments report to and are managed by our chief operating decision maker. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the business segments. See “SEGMENT RESULTS” below for additional information regarding our evaluation of segment performance.
Through our U.S. Consumer and Other segments, we are the leading manufacturer and marketer of branded consumer lawn and garden products in North America. Our products are marketed under some of the most recognized brand names in the industry. Our key consumer lawn and garden brands include Scotts® and Turf Builder® lawn fertilizer and Scotts® grass seed products; Miracle-Gro® soil, plant food and gardening products; Ortho® herbicide and pesticide products; and Tomcat® rodent control and animal repellent products. We are the exclusive agent of Monsanto for the marketing and distribution of certain of Monsanto’s consumer Roundup® branded products within the United States and certain other specified countries. In addition, we have an equity interest in Bonnie Plants, LLC, a joint venture with AFC focused on planting, growing, developing, distributing, marketing and selling live plants.
Through our Hawthorne segment, we are a leading manufacturer, marketer and distributor of lighting, nutrients, growing media, growing environments and hardware products for indoor and hydroponic gardening in North America. Our key brands include General Hydroponics®, Gavita®, Botanicare®, Agrolux®, Gro Pro®, Mother Earth®, Grower’s Edge®, HydroLogic Purification System® and Cyco®.
Due to the seasonal nature of the consumer lawn and garden business, significant portions of our U.S. Consumer and Other segment sales ship to our retail customers during our second and third fiscal quarters, as noted in the following table. Our annual net sales are further concentrated in the second and third fiscal quarters by retailers who rely on our ability to deliver products closer to when consumers buy our products. Our Hawthorne segment is also impacted by seasonal sales patterns for certain product categories due to the timing of growing patterns in North America during our second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during our third and fourth fiscal quarters.
 Percent of Net Sales from Continuing 
Operations by Quarter
 202320222021
First Quarter14.8 %14.4 %15.2 %
Second Quarter43.2 %42.8 %37.1 %
Third Quarter31.5 %30.2 %32.7 %
Fourth Quarter10.5 %12.6 %15.0 %

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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Recent Events
During fiscal 2022, we began implementing a series of Company-wide organizational changes and initiatives intended to create operational and management-level efficiencies. These changes and initiatives include reducing the size of our supply chain network, reducing staffing levels and implementing other cost-reduction initiatives. We have also accelerated the reduction of certain Hawthorne inventory, primarily lighting, growing environments and hardware products, to reduce our on hand inventory to align with the reduced network capacity. We expect these efforts to deliver run-rate annualized savings of at least $300.0, nearly all of which is expected to be realized by the end of fiscal 2024. The restructuring initiative is expected to improve our gross margin rate and decrease SG&A. During the three months ended December 30, 2023, we recorded recoveries of $5.8 in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations and incurred costs of $2.0 in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with this restructuring initiative, primarily related to the sale of certain previously-reserved inventory at amounts in excess of estimated net realizable value, partially offset by employee termination benefits and facility closure costs. Costs incurred from the inception of this restructuring initiative through December 30, 2023 were $290.5.
During the three months ended December 30, 2023, our Hawthorne segment continued to experience adverse financial results primarily due to decreased sales volume. The decrease in sales volume is attributable to an oversupply of cannabis, which significantly decreased cannabis wholesale prices and indoor and outdoor cannabis cultivation. The oversupply has been driven by increased licensing activity across the U.S., significant capital investment in the cannabis production marketplace over the past several years, inconsistent enforcement of regulations and the market impacts of the COVID-19 pandemic. We expect that the oversupply of cannabis will continue to adversely impact our Hawthorne segment. If the oversupply of cannabis persists longer, or is more significant than we expect, our results of operations could be materially and adversely impacted for a longer period and to a greater extent than we currently anticipate.
During the three months ended December 30, 2023, we continued to experience the impacts of cost inflation, resulting in persistently high manufacturing costs, and volatile commodity costs. Higher costs over the past several years required us to implement significant price increases across our business in fiscal 2022 and 2023, and we expect targeted price reductions on certain products during fiscal 2024. Inflationary headwinds, volatile commodity costs and higher interest rates are expected to continue. The impact that these trends will continue to have on our operational and financial performance will depend on future developments, including inflationary and macroeconomic conditions and their impact on consumer behavior, which are difficult to predict.
RESULTS OF OPERATIONS
The following table sets forth the components of earnings as a percentage of net sales for the three months ended December 30, 2023 and December 31, 2022:
December 30,
2023		% of
Net Sales		December 31,
2022		% of
Net Sales
Net sales$410.4 100.0 %$526.6 100.0 %
Cost of sales354.0 86.3 420.6 79.9 
Cost of sales—impairment, restructuring and other(5.8)(1.4)10.3 2.0 
Gross margin62.2 15.2 95.7 18.2 
Operating expenses:
Selling, general and administrative114.8 28.0 128.5 24.4 
Impairment, restructuring and other(7.1)(1.7)8.5 1.6 
Other expense, net1.8 0.4 0.5 0.1 
Loss from operations(47.3)(11.5)(41.8)(7.9)
Equity in loss of unconsolidated affiliates22.5 5.5 11.4 2.2 
Interest expense42.8 10.4 42.7 8.1 
Other non-operating (income) expense, net1.6 0.4 (1.6)(0.3)
Loss before income taxes(114.2)(27.8)(94.3)(17.9)
Income tax benefit(33.7)(8.2)(29.6)(5.6)
Net loss$(80.5)(19.6)%$(64.7)(12.3)%
The sum of the components may not equal due to rounding.

27
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Net Sales
Net sales for the three months ended December 30, 2023 were $410.4, a decrease of 22.1% from net sales of $526.6 for the three months ended December 31, 2022. Factors contributing to the change in net sales are outlined in the following table:
Three Months Ended
December 30, 2023
Volume and mix(19.2)%
Pricing(3.1)
Foreign exchange rates0.2 
Change in net sales(22.1)%
The decrease in net sales for the three months ended December 30, 2023 as compared to the three months ended December 31, 2022 was primarily driven by:
•decreased sales volume driven by lighting, growing environments, growing media, hardware and nutrients products in our Hawthorne segment; and lawn care, gardens and controls products in our U.S. Consumer segment; and
•decreased pricing in our U.S. Consumer, Hawthorne and Other segments.
Cost of Sales
The following table shows the major components of cost of sales:
Three Months Ended
December 30,
2023		December 31,
2022
Materials$175.8 $224.6 
Distribution and warehousing83.3 103.3 
Manufacturing labor and overhead75.8 77.5 
Costs associated with Roundup® marketing agreement
19.1 15.2 
Cost of sales354.0 420.6 
Cost of sales—impairment, restructuring and other(5.8)10.3 
$348.2 $430.9 
Factors contributing to the change in cost of sales are outlined in the following table:
Three Months Ended
December 30, 2023
Volume, mix and other$(80.4)
Material cost changes9.0 
Costs associated with Roundup® marketing agreement
4.0 
Foreign exchange rates0.8 
(66.6)
Impairment, restructuring and other(16.1)
Change in cost of sales$(82.7)
The decrease in cost of sales for the three months ended December 30, 2023 as compared to the three months ended December 31, 2022 was primarily driven by: 
•lower sales volume in our U.S. Consumer and Hawthorne segments;
•lower warehousing costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments; and
•a decrease in impairment, restructuring and other charges;
•partially offset by higher material costs in our U.S. Consumer and Other segments;
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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
•higher manufacturing costs, primarily labor, included with “volume, mix and other” in our U.S. Consumer, Hawthorne and Other segments; and
•an increase in costs associated with the Roundup® marketing agreement.
Gross Margin
As a percentage of net sales, our gross margin rate was 15.2% and 18.2% for the three months ended December 30, 2023 and December 31, 2022, respectively. Factors contributing to the change in gross margin rate are outlined in the following table:
Three Months Ended
December 30, 2023
Pricing(3.2)%
Material costs(2.1)
Volume, mix and other(0.8)
Roundup® commissions and reimbursements
(0.3)
(6.4)%
Impairment, restructuring and other3.4 
Change in gross margin rate(3.0)%
The decrease in gross margin rate for the three months ended December 30, 2023 as compared to the three months ended December 31, 2022 was primarily driven by: 
•decreased pricing in our U.S. Consumer, Hawthorne and Other segments;
•higher material costs in our U.S. Consumer and Other segments;
•unfavorable leverage of fixed costs, included with “volume, mix and other,” driven by lower sales volume in our U.S. Consumer and Hawthorne segments; and
•higher manufacturing costs, primarily labor, included with “volume, mix and other” in our U.S. Consumer and Hawthorne segments;
•partially offset by lower warehousing costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments;
•favorable mix associated with our Hawthorne segment; and
•a decrease in impairment, restructuring and other charges.
Selling, General and Administrative Expenses
The following table sets forth the components of selling, general and administrative expenses (“SG&A”):
 Three Months Ended
 December 30,
2023		December 31,
2022
Advertising$17.4 $15.3 
Share-based compensation13.4 18.8 
Research and development8.4 8.9 
Amortization of intangibles3.5 7.1 
Other selling, general and administrative72.1 78.4 
$114.8 $128.5 
SG&A decreased $13.7, or 10.7%, during the three months ended December 30, 2023 compared to the three months ended December 31, 2022. Advertising expense increased $2.1, or 13.7%, due to higher media spending in our U.S. Consumer segment. Share-based compensation expense, which excludes certain advertising expenses paid for in Common Shares, decreased $5.4, or 28.7%, driven by management’s assessment of a lower probability of achievement of performance goals for certain long-term performance-based award units as well as a decrease in short-term variable incentive compensation provided to employees as share-based awards. Amortization expense decreased $3.6 or 50.7%, driven by the impairment of certain
29
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Hawthorne segment intangible assets during fiscal 2023. Other SG&A decreased $6.3, or 8.0%, driven by reductions in staffing levels and other cost-reduction initiatives.
Impairment, Restructuring and Other
Activity described herein is classified within the “Cost of sales—impairment, restructuring and other” and “Impairment, restructuring and other” lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges (recoveries) for each of the periods presented:
Three Months Ended
December 30,
2023		December 31,
2022
Cost of sales—impairment, restructuring and other:
Restructuring and other charges (recoveries), net$(5.8)$7.1 
Property, plant and equipment impairments— 3.2 
Operating expenses—impairment, restructuring and other:
Restructuring and other charges (recoveries), net(7.1)8.5 
Total impairment, restructuring and other charges (recoveries), net$(12.9)$18.8 
During fiscal 2022, we began implementing a series of Company-wide organizational changes and initiatives intended to create operational and management-level efficiencies. These changes and initiatives include reducing the size of our supply chain network, reducing staffing levels and implementing other cost-reduction initiatives. We have also accelerated the reduction of certain Hawthorne inventory, primarily lighting, growing environments and hardware products, to reduce our on hand inventory to align with the reduced network capacity. During the three months ended December 30, 2023, we recorded recoveries of $3.7 associated with this restructuring initiative, primarily related to the sale of certain previously-reserved inventory at amounts in excess of estimated net realizable value, partially offset by employee termination benefits and facility closure costs. We incurred costs of $2.0 in our U.S. Consumer segment and recorded recoveries of $7.7 in our Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 30, 2023. We recorded recoveries of $0.8 in our U.S. Consumer segment and incurred costs of $0.3 in our Hawthorne segment and $2.4 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 30, 2023. During the three months ended December 31, 2022, we incurred costs of $14.5 associated with this restructuring initiative primarily related to employee termination benefits, facility closure costs and impairment of property, plant and equipment. We incurred costs of $1.0 in our U.S. Consumer segment and $8.4 in our Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 31, 2022. We incurred costs of $0.2 in our U.S. Consumer segment, $1.0 in our Hawthorne segment, $0.1 in our Other segment and $3.8 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 31, 2022. Costs incurred since the inception of this restructuring initiative through December 30, 2023 were $217.1 for our Hawthorne segment, $46.7 for our U.S. Consumer segment, $1.6 for our Other segment and $25.1 for Corporate. We continue to evaluate additional network and organizational changes, which, if executed, may result in additional restructuring charges in future periods.
During the three months ended December 30, 2023, we recorded a gain of $12.1 in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with a payment received in resolution of a dispute with the former ownership group of a business that was acquired in fiscal 2022. This payment was classified as an operating activity in the Condensed Consolidated Statements of Cash Flows.
Loss from Operations
Loss from operations was $47.3 for the three months ended December 30, 2023, an increase of 13.2% compared to $41.8 for the three months ended December 31, 2022. The increase was driven by lower net sales and a decrease in gross margin rate, partially offset by lower impairment, restructuring and other charges and lower SG&A.
Equity in Loss of Unconsolidated Affiliates
Equity in loss of unconsolidated affiliates associated with Bonnie Plants, LLC was $22.5 and $11.4 during the three months ended December 30, 2023 and December 31, 2022, respectively. We anticipated a net loss for Bonnie Plants, LLC in the first quarter due to the seasonal nature of its business, in which sales are heavily weighted to the spring and summer selling periods. During the three months ended December 30, 2023, equity in loss of unconsolidated affiliates also included a pre-tax impairment charge of $10.4 associated with our investment in Bonnie Plants, LLC.
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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Interest Expense
Interest expense was $42.8 for the three months ended December 30, 2023, an increase of 0.2% compared to $42.7 for the three months ended December 31, 2022. The increase was driven by an increase in our weighted average interest rate, net of the impact of interest rate swaps, of 80 basis points, partially offset by lower average borrowings of $428.9. The increase in our weighted average interest rate was primarily driven by higher borrowing rates on the Sixth A&R Credit Agreement. The decrease in average borrowings was primarily driven by net debt repayments during fiscal 2023 that resulted in a lower beginning debt balance for the three months ended December 30, 2023 as well as the impact of the expiration of the Receivables Facility and the execution of the Master Receivables Purchase Agreement.
Income Tax Benefit
The effective tax rates for the three months ended December 30, 2023 and December 31, 2022 were 29.5% and 31.4%, respectively. The effective tax rate used for interim purposes is based on our best estimate of factors impacting the effective tax rate for the full fiscal year. Factors affecting the estimated effective tax rate include assumptions as to income by jurisdiction (domestic and foreign), the availability and utilization of tax credits and the existence of elements of income and expense that may not be taxable or deductible. The estimated effective tax rate is subject to revision in later interim periods and at fiscal year-end as facts and circumstances change during the course of the fiscal year. 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.
Net Loss
Net loss was $80.5, or $1.42 per diluted share, for the three months ended December 30, 2023 compared to $64.7, or $1.17 per diluted share, for the three months ended December 31, 2022. The increase was driven by lower net sales, a decrease in gross margin rate and higher equity in loss of unconsolidated affiliates, partially offset by lower impairment, restructuring and other charges and lower SG&A.
Diluted average common shares used in the diluted loss per common share calculation for the three months ended December 30, 2023 and December 31, 2022 were 56.7 million and 55.5 million, respectively, which excluded potential Common Shares of 0.5 million and 0.2 million, respectively, because the effect of their inclusion would be anti-dilutive as we incurred a net loss for the three months ended December 30, 2023 and December 31, 2022. The increase in diluted average common shares was primarily the result of the exercise and issuance of share-based compensation awards.
SEGMENT RESULTS
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)”), which is a non-GAAP financial measure. Senior management uses Segment Profit (Loss) to evaluate segment performance because they believe this measure is indicative of performance trends and the overall earnings potential of each segment.
The following table sets forth net sales by segment:
 Three Months Ended
 December 30,
2023		December 31,
2022
U.S. Consumer$306.7 $369.0 
Hawthorne80.1 131.5 
Other23.6 26.1 
Consolidated$410.4 $526.6 
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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
The following table sets forth Segment Profit (Loss) as well as a reconciliation to loss before income taxes, the most directly comparable GAAP measure:
 Three Months Ended
 December 30,
2023		December 31,
2022
U.S. Consumer$(15.5)$31.3 
Hawthorne(9.7)(16.2)
Other(5.0)1.4 
Total Segment Profit (Loss) (Non-GAAP)(30.2)16.5 
Corporate(26.0)(31.9)
Intangible asset amortization(4.0)(7.7)
Impairment, restructuring and other12.9 (18.7)
Equity in loss of unconsolidated affiliates(22.5)(11.4)
Interest expense(42.8)(42.7)
Other non-operating income (expense), net(1.6)1.6 
Loss before income taxes (GAAP) $(114.2)$(94.3)
U.S. Consumer
U.S. Consumer segment net sales were $306.7 in the first quarter of fiscal 2024, a decrease of 16.9% from first quarter of fiscal 2023 net sales of $369.0. The decrease was driven by lower sales volume of 13.3% and decreased pricing of 3.6%. The decrease in sales volume was driven by lawn care, gardens and controls products.
U.S. Consumer Segment Loss was $15.5 in the first quarter of fiscal 2024, a decrease from first quarter of fiscal 2023 Segment Profit of $31.3. The decrease was due to lower net sales and a lower gross margin rate, partially offset by lower SG&A.
Hawthorne
Hawthorne segment net sales were $80.1 in the first quarter of fiscal 2024, a decrease of 39.1% from first quarter of fiscal 2023 net sales of $131.5. The decrease was driven by lower sales volume of 38.0% and decreased pricing of 1.9%, partially offset by favorable foreign exchange rates of 0.8%. The decrease in sales volume was driven by lighting, growing environments, growing media, hardware and nutrients products.
Hawthorne Segment Loss was $9.7 in the first quarter of fiscal 2024, a decrease from first quarter of fiscal 2023 Segment Loss of $16.2. The decrease was driven by a higher gross margin rate and lower SG&A, partially offset by lower net sales.
Other
Other segment net sales were $23.6 in the first quarter of fiscal 2024, a decrease of 9.6% from the first quarter of fiscal 2023 net sales of $26.1. The decrease was driven by lower sales volume of 8.0%, decreased pricing of 1.2% and unfavorable foreign exchange rates of 0.4%.
Other Segment Loss was $5.0 in the first quarter of fiscal 2024, a decrease from first quarter of fiscal 2023 Segment Profit of $1.4. The decrease was driven by lower net sales, a lower gross margin rate and higher SG&A.
Corporate
Corporate expenses were $26.0 in the first quarter of fiscal 2024, a decrease of 18.5% from first quarter of fiscal 2023 expenses of $31.9. The decrease was driven by lower share-based compensation expense and reductions in staffing levels and other cost-reduction initiatives.
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THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes cash activities:
Three Months Ended
December 30,
2023		December 31,
2022
Net cash used in operating activities$(343.2)$(431.6)
Net cash used in investing activities(53.2)(36.0)
Net cash provided by financing activities374.2 406.2 
Operating Activities
Cash used in operating activities totaled $343.2 for the three months ended December 30, 2023, a decrease of $88.4 compared to $431.6 for the three months ended December 31, 2022. This decrease was driven by lower accounts receivable, accounts payable timing and lower SG&A, partially offset by higher inventory production, lower gross margin, higher payments to customers related to promotional programs and lower income tax refunds received. Lower accounts receivable is driven by the favorable impact of accounts receivable sold under the Master Receivables Purchase Agreement which was entered into on October 27, 2023. Accounts payable timing is driven by the impact of extended payment terms with vendors for payments originally due in the final weeks of fiscal 2022 that were paid in the first quarter of fiscal 2023.
Investing Activities
Cash used in investing activities totaled $53.2 for the three months ended December 30, 2023, an increase of $17.2 compared to $36.0 for the three months ended December 31, 2022. Cash used for investments in property, plant and equipment during the first three months of fiscal 2024 and 2023 was $37.9 and $29.6, respectively. During the three months ended December 30, 2023, we acquired an additional equity interest in Bonnie Plants, LLC for $21.4. During the three months ended December 30, 2023 and December 31, 2022, we had other investing cash inflows (outflows) of $6.1 and $(6.4), respectively, primarily associated with currency forward contracts.
Financing Activities
Cash provided by financing activities totaled $374.2 for the three months ended December 30, 2023 compared to $406.2 for the three months ended December 31, 2022. During the three months ended December 30, 2023, we had net borrowings on our debt instruments of $410.2 due to our seasonal working capital build, paid dividends of $37.4 and repurchased Common Shares for $3.1 (which includes cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation). During the three months ended December 31, 2022, we had net borrowings on our debt instruments of $443.0 and paid dividends of $36.6.
Accounts Receivable Sales
On October 27, 2023, we entered into the Master Receivables Purchase Agreement under which we may sell up to $600.0 of available and eligible outstanding customer accounts receivable generated by sales to four specified customers. The agreement is uncommitted and has an initial term that expires October 25, 2024, unless earlier terminated by the purchaser. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheets at the time of the sales transaction. Proceeds received from the sales of accounts receivable are classified as operating cash flows and collections of previously sold accounts receivable not yet submitted to the financial institution are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. We record the discount in the “Other expense, net” line in the Condensed Consolidated Statements of Operations. At December 30, 2023, net receivables of $140.1 were derecognized. During the three months ended December 30, 2023, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $199.6.
Supplier Finance Program
We have an agreement to provide a supplier finance program which facilitates participating suppliers’ ability to finance our payment obligations with a designated third-party financial institution. Participating suppliers may, at their sole discretion, elect to finance our payment obligations prior to their scheduled due dates at a discounted price to the participating financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under this arrangement. The payment terms that we negotiate with our suppliers are consistent, regardless of whether a supplier participates in the program. Our current payment terms with a majority of our suppliers generally range from 30 to 60 days, which we deem to be commercially reasonable. Our outstanding payment
33
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
obligations under our supplier finance program were $30.8, $20.4 and $18.3 at December 30, 2023, December 31, 2022 and September 30, 2023, respectively, and are recorded within accounts payable in the Condensed Consolidated Balance Sheets. The associated payments were $69.8 and $50.5 for the three months ended December 30, 2023 and December 31, 2022, respectively, and are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.
Long-Lived Assets
Cash and Cash Equivalents
Our cash and cash equivalents were held in cash depository accounts with major financial institutions around the world or invested in high-quality, short-term liquid investments having original maturities of three months or less. The cash and cash equivalents balances of $10.4, $25.6 and $31.9 as of December 30, 2023, December 31, 2022 and September 30, 2023, respectively, included $4.0, $11.6 and $26.6, respectively, held by controlled foreign corporations. As of December 30, 2023, we maintain our assertion of indefinite reinvestment of the earnings of all material foreign subsidiaries.
Borrowing Agreements
Credit Facilities
Our primary sources of liquidity are cash generated by operations and borrowings under our credit facilities, which are guaranteed by substantially all of Scotts Miracle-Gro’s domestic subsidiaries. On April 8, 2022, we entered into 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 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 our 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, we entered into 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 our quarterly-tested leverage ratio exceeded 4.75.
On July 31, 2023, we entered into Amendment No. 2 to the Sixth A&R Credit Agreement. Amendment No. 2 (i) reduces the revolving loan commitments by $250.0; (ii) increases the maximum permitted leverage ratio for the quarterly leverage covenant during the Leverage Adjustment Period; (iii) replaces the interest coverage covenant with a fixed charge coverage covenant; (iv) increases the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 25 bps for each existing pricing tier and adds a pricing tier applicable to periods when the leverage ratio exceeds 6.00; (v) limits the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) adds our intellectual property (subject to certain exceptions) as collateral to secure our obligations under the Sixth A&R Credit Agreement. Additionally, Amendment No. 2 limits our 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 our 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 subjects our ability to make certain investments to pro forma compliance with certain leverage levels specified in Amendment No. 2. 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 (subject to certain exceptions) 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 December 30, 2023, we had letters of credit outstanding in the aggregate principal amount of $78.0, and had $660.7 of borrowing availability under the Sixth A&R Credit Agreement. The weighted average interest rates on average borrowings
34
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
under the credit facilities, excluding the impact of interest rate swaps, were 9.1% and 6.6% for the three months ended December 30, 2023 and December 31, 2022, respectively.
The Sixth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding our leverage ratio determined as of the end of each of our fiscal quarters calculated as average total indebtedness, divided by our Adjusted EBITDA. Pursuant to Amendment No. 2, the maximum permitted leverage ratio is (i) 8.25 for the first quarter of fiscal 2024, (ii) 7.75 for the second quarter of fiscal 2024, (iii) 6.50 for the third quarter of fiscal 2024, (iv) 6.00 for the fourth quarter of fiscal 2024, (v) 5.50 for the first quarter of fiscal 2025, (vi) 5.25 for the second quarter of fiscal 2025, (vii) 5.00 for the third quarter of fiscal 2025, (viii) 4.75 for the fourth quarter of fiscal 2025 and (ix) 4.50 for the first quarter of fiscal 2026 and thereafter. Our leverage ratio was 7.20 at December 30, 2023. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement also contains an affirmative covenant regarding our fixed charge coverage ratio determined as of the end of each of our fiscal quarters, 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 first quarter of fiscal 2024 through the third quarter of fiscal 2024 and (ii) 1.00 for the fourth quarter of fiscal 2024 and thereafter. Our fixed charge coverage ratio was 1.08 for the twelve months ended December 30, 2023.
As of December 30, 2023, we were in compliance with all applicable covenants in the agreements governing our debt. Based on our projections of financial performance for the twelve-month period subsequent to the date of the filing of this Form 10-Q, we expect to remain in compliance with the financial covenants under the Sixth A&R Credit Agreement. However, our assessment of our ability to meet our 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 and cause the Senior Notes to become due and payable at that time. As of December 30, 2023, our indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $3,023.7. We do 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 our contingency planning to address potential future circumstances that could result in noncompliance, we have contemplated alternative plans including additional restructuring activities to reduce operating expenses and certain cash management strategies that are within our control. Additionally, we have contemplated alternative plans that are subject to market conditions and not in our control, including, among others, discussions with our lenders to amend the terms of our 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 we 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 represent general unsecured senior obligations and rank equal in right of payment with our 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 represent general unsecured senior obligations and rank equal in right of payment with our 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 represent general unsecured senior obligations and rank equal in right of payment with our 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 represent general unsecured senior obligations and rank equal in right of payment with our 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.
The Senior Notes contain an affirmative covenant regarding our interest coverage ratio determined as of the end of each of our fiscal quarters, calculated as Adjusted EBITDA divided by interest expense excluding costs related to refinancings. The minimum required interest coverage ratio is 2.00. Our interest coverage ratio was 2.49 for the twelve months ended December 30, 2023.
35
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Receivables Facility
We also maintained a Receivables Facility under which we could sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers subject to agreeing to repurchase the receivables on a weekly basis. The eligible accounts receivable consisted of accounts receivable generated by sales to three specified customers. The eligible amount of customer accounts receivables which could be sold under the Receivables Facility was $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 expired on August 18, 2023.
The sale of receivables under the Receivables Facility was accounted for as short-term debt and we continued to carry the receivables on our Condensed Consolidated Balance Sheets, primarily as a result of our requirement to repurchase receivables sold. As of December 31, 2022, there were $161.0 in borrowings on receivables pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was $178.9.
Interest Rate Swap Agreements
We enter into interest rate swap agreements with major financial institutions that effectively convert a portion of our 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 December 30, 2023, December 31, 2022 and September 30, 2023 had a maximum total U.S. dollar equivalent notional amount of $700.0, $800.0 and $600.0, respectively. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at December 30, 2023 are shown in the table below:
Notional
Amount ($)		 Effective
Date (a)		Expiration
Date		Fixed
Rate
200 
(b)
1/20/20226/20/20240.49 %
200 6/7/20236/8/20260.80 %
150 6/7/20234/7/20273.37 %
50 6/7/20234/7/20273.34 %
100 
(b)
11/20/20233/22/20274.74 %
(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.
Availability and Use of Cash
We believe that our cash flows from operations and borrowings under our agreements described herein will be sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in the 2023 Annual Report, under “ITEM 1A. RISK FACTORS — Risks Related to Our M&A, Lending and Financing Activities — Our indebtedness could limit our flexibility and adversely affect our financial condition.”
Financial Disclosures About Guarantors and Issuers of Guaranteed Securities
The 5.250% Senior Notes, 4.500% Senior Notes, 4.000% Senior Notes and 4.375% Senior Notes (collectively, the “Senior Notes”) were issued by Scotts Miracle-Gro on December 15, 2016, October 22, 2019, March 17, 2021 and August 13, 2021, respectively. The Senior Notes are guaranteed by certain consolidated domestic subsidiaries of Scotts Miracle-Gro (collectively, the “Guarantors”) and, therefore, we report summarized financial information in accordance with SEC Regulation S-X, Rule 13-01, “Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”
The guarantees are “full and unconditional,” as those terms are used in Regulation S-X, Rule 3-10(b)(3), except that a Guarantor’s guarantee will be released in certain circumstances set forth in the indentures governing the Senior Notes, such as: (i) upon any sale or other disposition of all or substantially all of the assets of the Guarantor (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the applicable indenture; (ii) if the Guarantor merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (iii) if the Guarantor is designated an “unrestricted subsidiary” in accordance with the applicable indenture or otherwise ceases to be a “restricted subsidiary” (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (iv) upon legal or covenant defeasance; (v) at the election of Scotts Miracle-Gro following the Guarantor’s release as a guarantor under the Sixth
36
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
A&R Credit Agreement, except a release by or as a result of the repayment of the Sixth A&R Credit Agreement; or (vi) if the Guarantor ceases to be a “restricted subsidiary” and the Guarantor is not otherwise required to provide a guarantee of the Senior Notes pursuant to the applicable indenture.
Our foreign subsidiaries and certain of our domestic subsidiaries are not guarantors (collectively, the “Non-Guarantors”) of the Senior Notes. Payments on the Senior Notes are only required to be made by Scotts Miracle-Gro and the Guarantors. As a result, no payments are required to be made from the assets of the Non-Guarantors, unless those assets are transferred by dividend or otherwise to Scotts Miracle-Gro or a Guarantor. In the event of a bankruptcy, insolvency, liquidation or reorganization of any of the Non-Guarantors, holders of their indebtedness, including their trade creditors and other obligations, will be entitled to payment of their claims from the assets of the Non-Guarantors before any assets are made available for distribution to Scotts Miracle-Gro or the Guarantors. As a result, the Senior Notes are effectively subordinated to all the liabilities of the Non-Guarantors.
The guarantees may be subject to review under federal bankruptcy laws or relevant state fraudulent conveyance or fraudulent transfer laws. In certain circumstances, the court could void the guarantee, subordinate the amounts owing under the guarantee, or take other actions detrimental to the holders of the Senior Notes.
As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Senior Notes.
The measure of insolvency varies depending upon the law of the jurisdiction that is being applied. Regardless of the measure being applied, a court could determine that a Guarantor was insolvent on the date the guarantee was issued, so that payments to the holders of the Senior Notes would constitute a preference, fraudulent transfer or conveyances on other grounds. If a guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, the holders of the Senior Notes will not have a claim against the Guarantor.
Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. Moreover, this provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.
The following tables present summarized financial information on a combined basis for Scotts Miracle-Gro and the Guarantors. Transactions between Scotts Miracle-Gro and the Guarantors have been eliminated and the summarized financial information does not reflect investments of the Scotts Miracle-Gro and the Guarantors in the Non-Guarantor subsidiaries.
December 30,
2023		September 30,
2023
Current assets$1,509.3 $1,212.0 
Non-current assets (a)
1,901.1 1,911.2 
Current liabilities690.0 683.9 
Non-current liabilities 3,234.5 2,833.3 
(a)Includes amounts due from Non-Guarantor subsidiaries of $20.2 and $26.2, respectively.
Three Months EndedYear Ended
December 30,
2023		September 30,
2023
Net sales$366.6 $3,203.3 
Gross margin56.0 642.7 
Net loss (a)
(79.8)(333.2)
(a)Includes intercompany expense from Non-Guarantor subsidiaries of $0.4 and $12.1, respectively.
37
THE SCOTTS MIRACLE-GRO COMPANY
(Dollars in millions, except per share data)
Judicial and Administrative Proceedings
We are party to various pending judicial and administrative proceedings arising in the ordinary course of business, including, among others, proceedings based on accidents or product liability claims and alleged violations of environmental laws. We have reviewed these pending judicial and administrative proceedings, including the probable outcomes, reasonably anticipated costs and expenses, and the availability and limits of our insurance coverage, and have established what we believe to be appropriate accruals. We believe that our assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate; however, there can be no assurance that future quarterly or annual operating results will not be materially affected by these proceedings, whether as a result of adverse outcomes or as a result of significant defense costs.
REGULATORY MATTERS
We are subject to local, state, federal and foreign environmental protection laws and regulations with respect to our business operations and believe we are operating in substantial compliance, or taking actions aimed at ensuring compliance, with such laws and regulations. We are involved in several legal actions with various governmental agencies related to environmental matters. While it is difficult to quantify the potential financial impact of actions involving these environmental matters, particularly remediation costs at waste disposal sites and future capital expenditures for environmental control equipment, in the opinion of management, the ultimate liability arising from such environmental matters, taking into account established accruals, is not expected to have a material effect on our financial condition, results of operations or cash flows. However, there can be no assurance that the resolution of these matters will not materially affect our future quarterly or annual results of operations, financial condition or cash flows. Additional information on environmental matters affecting us is provided in the 2023 Annual Report, under “ITEM 1. BUSINESS — Regulatory Considerations” and “ITEM 3. LEGAL PROCEEDINGS.”
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements requires management to use judgment and make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. By their nature, these judgments are subject to uncertainty. We base our estimates on historical experience and on various other sources that we believe to be reasonable under the circumstances. Certain accounting policies are particularly significant, including those related to revenue recognition, income taxes and goodwill and intangible assets. Our critical accounting policies are reviewed periodically with the Audit Committee of the Board of Directors of Scotts Miracle-Gro. Our critical accounting policies and estimates have not changed materially from those disclosed in the 2023 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks have not changed materially from those disclosed in the 2023 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Scotts Miracle-Gro Company (the “Registrant”) maintains “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in the Registrant’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Registrant’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, the Registrant’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
With the participation of the principal executive officer and principal financial officer of the Registrant, the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act, as amended (the “Securities Exchange Act”)) as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures were effective as of December 30, 2023.
38

Changes in Internal Control Over Financial Reporting
In addition, there were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the legal proceedings that have been previously disclosed in Part I, Item 3 of the 2023 Annual Report. There have been no material developments to the pending legal proceedings set forth therein.
We are involved in other lawsuits and claims which arise in the normal course of our business including the initiation and defense of proceedings to protect intellectual property rights, advertising claims, securities matters and employment disputes. In our opinion, these claims individually and in the aggregate are not expected to have a material adverse effect on our financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
The Company’s risk factors, as of December 30, 2023, have not materially changed from those described in Part I, Item 1A of the 2023 Annual Report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, which are subject to risks and uncertainties. Information regarding activities, events and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total shareholder value, are forward-looking statements based on management’s estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives, as well as the amount and timing of dividends and repurchases of our Common Shares or other uses of cash flows. Forward-looking statements generally can be identified through the use of words such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” and other similar words and variations.
Forward-looking statements in this Quarterly Report on Form 10-Q are predictions only and actual results could differ materially from management’s expectations due to a variety of factors, including those described in “ITEM 1A. RISK FACTORS” in the 2023 Annual Report. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors.
The forward-looking statements that we make in this Quarterly Report on Form 10-Q are based on management’s current views and assumptions regarding future events and speak only as of their dates. We disclaim any obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.
39
Contents
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The payment of future dividends, if any, on the Common Shares will be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, financial condition and capital requirements, restrictions in financing agreements, business conditions and other factors. Amendment No. 2 to the Sixth A&R Credit Agreement 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 million per fiscal year and (ii) other dividends, distributions or other restricted payments in an aggregate amount not to exceed $25.0 million.
The following table shows the purchases of Common Shares made by or on behalf of Scotts Miracle-Gro or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act) of Scotts Miracle-Gro for each of the three fiscal months in the quarter ended December 30, 2023: 
PeriodTotal Number of
Common Shares
Purchased (1)		Average Price 
Paid per 
Common Share (2)		Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans or
Programs (3)		Approximate Dollar
Value of Common Shares
That May Yet be
Purchased Under the
Plans or Programs (3)
October 1, 2023 through October 28, 20232,034 $44.91 — N/A
October 29, 2023 through November 25, 2023— $— — N/A
November 26, 2023 through December 30, 20235,301 $60.56 — N/A
Total7,335 $56.22 — 

(1)All of the Common Shares purchased during the first quarter of fiscal 2024 were purchased in open market transactions. The Common Shares purchased during the quarter consisted of 7,335 Common Shares purchased by the trustee of the rabbi trust established by the Company as permitted pursuant to the terms of The Scotts Company LLC Executive Retirement Plan.

(2)The average price paid per Common Share is calculated on a settlement basis and includes commissions.

(3)On February 6, 2020, the Company announced a repurchase program allowing for repurchases of up to $750.0 million of Common Shares from April 30, 2020 through March 25, 2023. The program expired on March 25, 2023 and, as of December 30, 2023, the Company does not have an active repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS
See Index to Exhibits at page 41 for a list of the exhibits included herewith.
40
Contents
THE SCOTTS MIRACLE-GRO COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2023

INDEX TO EXHIBITS
Incorporated by Reference
Exhibit
No.		DescriptionFormExhibitFiling DateFiled Herewith
10.18-K10.1October 10, 2023
10.28-K10.1November 1, 2023
10.38-K10.2November 1, 2023
10.48-K10.1November 16, 2023
10.58-K10.1January 24, 2024
10.68-K10.2January 24, 2024
10.78-K10.3January 24, 2024
10.8X
10.9X
10.10X
21X
22X
31.1X
31.2X
32X
101.SCHXBRL Taxonomy Extension SchemaX
101.CALXBRL Taxonomy Extension Calculation LinkbaseX
101.DEFXBRL Taxonomy Extension Definition LinkbaseX
101.LABXBRL Taxonomy Extension Label LinkbaseX
101.PREXBRL Taxonomy Extension Presentation LinkbaseX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X


41
Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 THE SCOTTS MIRACLE-GRO COMPANY
Date: February 7, 2024 /s/ MATTHEW E. GARTH
 Printed Name: Matthew E. Garth
 Title: Executive Vice President, Chief Financial Officer & Chief Administrative Officer

42
Document
Exhibit 10.8

Granted To:
Associate ID:
Award Type:
Grant Date:
THE SCOTTS MIRACLE-GRO COMPANY
LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES

This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award.

1.    DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option (“NSO”) to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share (“Exercise Price”) on or before [Day Prior to Tenth Anniversary of Grant Date] (“Expiration Date”), as described in Section 6. The Grant Date of your Award is [Grant Date].

To accept this NSO Award, you must provide your acknowledgement and acceptance of the terms contained herein by completing the on-line grant agreement process facilitated by Merrill Lynch (the “Third Party Administrator”) no later than [Date].


2.INCORPORATION OF PLAN AND DEFINITIONS.

(a)This Award Agreement and your NSO are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan effective January 22, 2024 (the “Plan”) and this Award Agreement. All provisions of the Plan are incorporated herein by reference, and your NSO is subject to the terms of the Plan and this Award Agreement. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern.

(b)Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.

3.VESTING. Except as provided in Section 6 of this Award Agreement, the NSO described in this Award Agreement will vest as follows:

(a)Normal Vesting. If your employment with the Company or any of its Subsidiaries or Affiliates continues from the Grant Date until the [___] anniversary of the Grant Date, in this case [Vesting Date] (the “Normal Vesting Date”), your NSO described in this Award Agreement will vest (and become exercisable) on the Vesting Date;



(b)Accelerated Vesting. Under the following circumstances, the NSO described in this Award Agreement may vest earlier than the Normal Vesting Date as follows:

(i)If you Terminate prior to the Normal Vesting Date because of your death or due to a disability for which you qualify for benefits under Scotts Miracle-Gro Company’s Long-term Disability Plan or another long-term disability plan sponsored by the Company or any of its Subsidiaries or Affiliates (“Disabled”), your NSO described in this Award Agreement will become fully vested and exercisable as of the date of Termination and expire as provided in Section 6;

(ii)    If you Terminate prior to the Normal Vesting Date for a reason other than Cause, and you have reached age [___] and completed at least [___] years of continuous employment with the Company or any of its Subsidiaries or Affiliates, your NSO described in this Award Agreement will become fully vested and become exercisable as of the date of Termination and will expire on the Expiration Date, unless otherwise provided in Section 6;

(iii)    If you Terminate due to an involuntary Termination by the Company or its Subsidiaries or Affiliates without Cause no earlier than [___] days before the Normal Vesting Date, your NSO described in this Award Agreement will become fully vested and exercisable on the date of Termination and will expire as provided in Section 6; or

(iv)If there is a Change in Control, your NSO may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See the Plan for further details.

4.    RIGHTS BEFORE YOUR NSO IS EXERCISED. You may not vote or receive any dividends associated with the Shares underlying your NSO before your NSO is exercised with respect to such Shares.

5.EXERCISING YOUR NSO. After your NSO vests, you may exercise the NSO at any time prior to the Expiration Date, or such earlier date as provided in Section 6.

(a)    To exercise the vested NSO you must make a written request to the Third Party Administrator and follow the exercise process prescribed by the Company. At any one time, you must exercise your NSO to buy no fewer than [___] Shares, or, you must exercise the balance of your NSO if the value is less than [___] Shares.

(b)    You may use one of the following three methods to exercise your vested NSO and to pay any taxes related to that exercise. You will decide on the method at the
2

time of exercise. If you do not elect one of these methods, the Company will apply the Cashless Exercise and Sell method described below:

(i)    CASHLESS EXERCISE AND SELL: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold the Shares underlying the portion of the NSO you exercised. When the transaction is complete, you will receive cash (but no Shares) from the broker equal to the difference between the aggregate market value of the Shares deemed to have been acquired through the exercise minus the aggregate Exercise Price and related taxes that are required to be withheld.

(ii)     CASHLESS HOLD (Sell to Cover): If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold a number of those Shares with a Fair Market Value sufficient to cover the aggregate Exercise Price and for taxes that are required to be withheld on account of the exercise. When the transaction is complete, the balance of the Shares subject to the portion of the NSO you exercised will be transferred to you.

(iii)     CASH PURCHASE (Exercise and Hold): If you elect this alternative, you must pay (out of your pocket) the full Exercise Price plus related taxes that are required to be withheld in cash or in Shares having a Fair Market Value equal to the Exercise Price and which you have owned for at least six months before the exercise date. In other words, none of the acquired Shares will be used to cover the Exercise Price or related tax withholdings. When the transaction is complete, you will receive the number of Shares purchased.

(c)    You may never exercise your NSO to purchase a fractional Share. Any fractional Share shall be redeemed for cash equal to the Fair Market Value of such fractional Share.

6.    EXPIRATION FORFEITURE AND RECOUPMENT. It is your responsibility to keep track of when your NSO expires. Your NSO will expire and/or you will forfeit your NSO (i.e. you will no longer have the right to exercise any portion of your NSO) under each of the following circumstances:

(a)General Expiration Rule. In general, your vested NSO will expire on the Expiration Date, unless otherwise provided in this Section 6.

(b)Early Expiration. In the following instances, your vested NSO will expire before the Expiration Date:

3

(i.)If you Terminate for any reason other than for Cause after the Normal Vesting Date, except as provided in Section 3(b)(ii), the portion of your NSO that is vested but has not been exercised will expire on the earlier of the Expiration Date or [___] days after the date of termination.

(ii.)If you Terminate for Cause after the Normal Vesting Date, the portion of your NSO that is vested but has not been exercised will immediately be forfeited and will expire on the date of Termination. In addition, the Committee may determine that some or all of any Shares or other amounts you have received through this Award Agreement or the Plan are subject to forfeiture and recoupment as described in this Section 6 and in the Plan.

(iii.)If there is a Change in Control, your NSO may expire earlier than the Expiration Date. See the Plan for further details.

(c)Forfeiture and Recoupment Rules. In the following instances, your NSO will expire and you will forfeit your NSO prior to the Expiration Date:

(i.)If you Terminate before the Normal Vesting Date, except as provided in Section 3 above, you will forfeit your NSO in its entirety;
(ii.)If, without prior authorization in writing from the Company, you engage in “Conduct That is Harmful to the Company” at any time during the course of your employment or within [___] days after you Terminate, you will forfeit the portion of your NSO that has not been exercised, whether it is vested or not. In addition to this forfeiture, the Committee may determine that some or all of any Shares or other amounts you have received through the Plan or this Award Agreement are subject to recoupment, where allowable by law, and must be returned to the Company. “Conduct That is Harmful to the Company” is:

(a)Your breach of any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Subsidiary or Affiliate;

(b)Your engaging in conduct that the Committee reasonably concludes requires the forfeiture and recoupment of the Award under the terms of any Company recoupment or clawback policy, any other applicable policy of the Company, and any applicable laws and regulations;

(c)Your failure or refusal to consult with, supply information to or otherwise cooperate with the Company or any Subsidiary or Affiliate after having been requested to do so;
4


(d)Your deliberately engaging in any action that the Company concludes has caused substantial harm to the interests of the Company or any Subsidiary or Affiliate, including but not limited to, violations of applicable securities laws or the Company’s Insider Trading Policy;

(e)Your failure to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Subsidiary or Affiliate; or

(f)Discovery after you Terminated that you engaged in conduct while employed by the Company that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated, including but not limited to having engaged in or contributed to criminal misconduct.

7.    AMENDMENT AND TERMINATION. Subject to the terms of the Plan, the Company may amend or terminate this Award Agreement or the Plan at any time.

8.    BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive or to exercise the vested portion of your NSO that is unexercised when you die. This may be done only on the Beneficiary Designation Form prescribed by the Company or the Third Party Administrator. The Beneficiary Designation Form need not be completed now and is not required as a condition of receiving your Award. If you die without completing a Beneficiary Designation Form or if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

9.    TRANSFERRING YOUR NSO. Except as described in Section 8, your NSO may not be transferred to another person. The Committee may allow you to place your NSO into a trust established for your benefit or for the benefit of your family. Contact the Third Party Administrator for further details.

10.    GOVERNING LAW. This Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. This
5

Award Agreement and the delivery of any Shares hereunder shall be governed by applicable federal and state securities laws and exchanges.

11.    OTHER AGREEMENTS AND POLICIES. Your NSO will be subject to the terms of any other written agreements between you and the Company or any Subsidiary or Affiliate to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. Your NSO granted under the Plan shall be subject to any applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time.

12.    ADJUSTMENTS TO YOUR NSO. Subject to the terms of the Plan, your NSO and the terms of this Award Agreement will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of Shares underlying your NSO and the Exercise Price will be adjusted to reflect a stock split).

13.    YOUR ACKNOWLEDGMENT OF AND AGREEMENT TO AWARD CONDITIONS

By signing below, you acknowledge and agree that:

(a)    A copy of the Plan has been made available to you;

(b)    You understand and accept the terms and conditions of your NSO;

(c)    By accepting this Award under the Plan, you agree to all Committee determinations as described in the Plan and this Award Agreement;

(d)    You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your NSO or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your NSO and reduce its value or potential value; and

(e)    You must return a signed copy of this Award Agreement utilizing the on-line grant agreement process defined above before [Date]


6

[Grantee’s Name]
THE SCOTTS MIRACLE-GRO COMPANY
BY:__________________________________BY:__________________________________
Date signed: ________________________[Name of Company representative]
[Title of Company representative]
Date signed:______________________


7
Document
Exhibit 10.9
Granted To:
Associate ID:
Award Type:
Grant Date:

THE SCOTTS MIRACLE-GRO COMPANY
LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES
(with related Dividend Equivalents)

This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award.

1.    DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been granted [Number] Restricted Stock Units (“RSUs”) and an equal number of related Dividend Equivalents. The “Grant Date” of your Award is [Grant Date]. Each whole RSU represents the right to receive one full Share at the time and in the manner described in this Award Agreement. Subject to Section 5 of this Award Agreement, each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date (as described in Section 4(a)) with respect to the Share represented by the related vested RSU.

To accept this Award Agreement, you must provide your acknowledgement and acceptance of the terms contained herein by completing the on-line grant agreement process facilitated by Merrill Lynch (the “Third Party Administrator”) no later than [Acceptance Date].
2.INCORPORATION OF PLAN AND DEFINITIONS.

(a)This Award Agreement and your RSUs are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan effective January 22, 2024 (the “Plan”) and this Award Agreement. All provisions of the Plan are incorporated herein by reference, and your RSUs and related Dividend Equivalents are subject to the terms of the Plan and this Award Agreement. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern.

(b)Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.

3.VESTING. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows:

(a)Normal Vesting. Your RSUs described in this Award Agreement will become [___]% vested if your employment with the Company or any of its Subsidiaries or Affiliates continues from the Grant Date until the third anniversary of the Grant Date,



in this case [Vesting Date] (the “Normal Vesting Date”), and will be settled in accordance with Section 4; or

(b)Special Vesting. Under the following circumstances, your RSUs described in this Award Agreement may vest earlier than the Normal Vesting Date:

(i)If you Terminate prior to the Normal Vesting Date because of your death or due to a disability for which you qualify for benefits under Scotts Miracle-Gro Company’s Long-term Disability Plan or another long-term disability plan sponsored by the Company or any of its Subsidiaries or Affiliates (“Disabled”), your RSUs described in this Award Agreement will become [___]% vested as of the date of Termination and will be settled in accordance with Section 4 of this Award Agreement; or

(ii)    If you Terminate prior to the Normal Vesting Date for a reason other than Cause and you have reached age [___] and completed at least [___] years of continuous employment with the Company or any of its Subsidiaries or Affiliates, your RSUs described in this Award Agreement will become [___]% vested as of the Normal Vesting Date and will be settled in accordance with Section 4 of this Award Agreement; or

(iii)    If you Terminate due to an involuntary Termination by the Company or any of its Subsidiaries or Affiliates without Cause within [___] days before the Normal Vesting Date, your RSUs described in this Award Agreement will become [___]% vested as of the Normal Vesting Date and will be settled in accordance with Section 4 of this Award Agreement; or

(iv)    If there is a Change in Control, your RSUs may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See Section 4(d) of this Award Agreement and the Plan for further details.

4.    SETTLEMENT.
(a)    Subject to the terms of the Plan and this Award Agreement, your vested RSUs, minus any Shares that are withheld for taxes as provided under Section 4(c), shall be settled in a lump sum as soon as administratively practicable following the earliest date to occur of: (i) your Termination due to your death or Disability; as described in Section 3(b)(i); or (ii) the [___] anniversary of the Grant Date (the “Settlement Date”). Your whole RSUs shall be settled in full Shares, and any fractional RSU shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date, which shall be equal to the closing price of a Share on the Settlement Date if it is a trading day or, if such date is not a trading day, on the next trading day.
(b)    Except as provided in Section 5 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares.
2



(c)    You may use one of the following methods to pay the required withholding taxes related to the vesting and settlement of your RSUs. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below:
(i)    CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company, through the Third-Party Administrator, cash equal to the required withholding Taxes applicable on your RSUs.

(ii)     NET SETTLEMENT: If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the required withholding Taxes applicable on your RSUs, provided that such withholding can be no more than the maximum withholding rate applicable to each jurisdiction for which the Company is required to withhold.

(d)Change in Control: If there is a Change in Control, your RSUs may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See the Plan for further details. Notwithstanding any other provisions of this Award Agreement to the contrary, in the event that as a result of any acceleration of vesting under the Plan or this Award Agreement in connection with a Change in Control it is determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Award Agreement or otherwise (the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce (but not below zero) the aggregate value of the Payments under this Award Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Award Agreement will provide the Participant with a greater net after-tax amount than would be the case if no reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of applicable federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but after subtracting the net amount of applicable federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Participant would be subject with respect to the unreduced Payments). Only amounts payable under this Award Agreement shall be reduced pursuant to this subsection (d). The “Reduced Amount” shall be an amount that maximizes the aggregate value of Payments under this Award Agreement without causing any Payment under this Award Agreement to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(i)     All determinations to be made under this Section 4(d) shall be made by an independent registered public accounting firm or consulting firm selected by
3



the Company immediately prior to a change in control, which shall provide its determinations and any supporting calculations both to the Company and the Participant within [___] ([___]) days of the change in control. Any such determination by such firm shall be binding upon the Company and the Participant. All of the fees and expenses of the accounting or consulting firm in performing the determinations referred to in this Section shall be borne solely by the Company.

5.    DIVIDEND EQUIVALENTS. Each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date with respect to the Shares represented by a related RSU, subject to the same terms and conditions as the related RSU. Any Dividend Equivalents will be distributed to you in accordance with Section 4 of this Award Agreement or forfeited, depending on whether or not you have met the conditions described in this Award Agreement and the Plan. Any such distributions will be made in (i) cash, for any Dividend Equivalents relating to cash dividends and/or (ii) Shares, for any Dividend Equivalents relating to Share dividends.

6.    FORFEITURE AND RECOUPMENT.

(a)Except as otherwise provided in Section 3 of this Award Agreement, you will forfeit your unvested RSUs if you Terminate prior to the Normal Vesting Date.

(b)If, without prior authorization in writing from the Company, you engage in “Conduct That is Harmful to the Company” at any time during the course of your employment or within [___] days after you Terminate, you will forfeit your RSUs and related Dividend Equivalents, whether they are vested or not. In addition to this forfeiture, the Committee may determine that some or all of any Shares and other amounts you have received through the Plan or this Award Agreement are subject to recoupment, where allowable by law, and must be returned to the Company. “Conduct That is Harmful to the Company” is:

(i)Your breach of any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Subsidiary or Affiliate;

(ii)Your engaging in conduct that the Committee reasonably concludes requires the forfeiture and recoupment of the Award under the terms of any Company recoupment or clawback policy, any other applicable policy of the Company, and any applicable laws and regulations;

(iii)Your failure or refusal to consult with, supply information to or otherwise cooperate with the Company or any Subsidiary or Affiliate after having been requested to do so;

(iv)Your deliberately engaging in any action that the Company concludes has caused substantial harm to the interests of the Company or any Subsidiary or
4



Affiliate, including, but not limited to, violations of applicable securities laws or the Company's Insider Trading Policy;

(v)Your failure to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Subsidiary or Affiliate; or

(vi)Discovery after you Terminated that you engaged in conduct while employed by the Company that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated, including but not limited to having engaged in or contributed to criminal misconduct.

7.    AMENDMENT AND TERMINATION. Subject to the terms of the Plan, the Company may amend or terminate this Award Agreement or the Plan at any time.
8.    BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any RSUs and related Dividend Equivalents that may vest per the terms of this Award Agreement but are settled after you die. This may be done only on the Beneficiary Designation Form prescribed by the Company or the Third Party Administrator. The Beneficiary Designation Form need not be completed now and is not required as a condition of receiving your Award. If you die without completing a Beneficiary Designation Form or if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.
9.    TRANSFERRING YOUR RSUs AND RELATED DIVIDEND EQUIVALENTS. Except as described in Section 8, your RSUs and related Dividend Equivalents may not be transferred to another person. Also, the Committee may allow you to place your RSUs and related Dividend Equivalents into a trust established for your benefit or the benefit of your family. Contact the Third Party Administrator for further details.

10.    GOVERNING LAW. This Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. This Award Agreement and the delivery of any Shares hereunder shall be governed by applicable federal and state securities laws and exchanges.

11.    OTHER AGREEMENTS AND POLICIES. Your RSUs and related Dividend Equivalents will be subject to the terms of any other written agreements between you and the Company or any Subsidiary or Affiliate to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. Your RSUs and related Dividend Equivalents granted
5



under the Plan shall be subject to any applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time.

12.    ADJUSTMENTS TO YOUR RSUs. Subject to the terms of the Plan, your RSUs and related Dividend Equivalents will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of Shares underlying your RSUs will be adjusted to reflect a stock split).
13.    YOUR ACKNOWLEDGMENT OF AND AGREEMENT TO AWARD CONDITIONS.
By signing below, you acknowledge and agree that:
(a)    A copy of the Plan has been made available to you;
(b)    You understand and accept the terms and conditions of your Award;
(c)    By accepting this Award under the Plan, you agree to all Committee determinations as described in the Plan and this Award Agreement;    
(d)    You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your Award and reduce its value or potential value; and
(e)    You must return a signed copy of this Award Agreement utilizing the on-line grant agreement process defined above before [Date].


[Grantee’s Name]

By: ______________________________

Date signed: ________________________
THE SCOTTS MIRACLE-GRO COMPANY

By: ___________________________________

[Name of Company Representative]
[Title of Company Representative]
Date signed: ____________________________





6

Document

Exhibit 10.10
Granted To: [___]
Associate ID: [___]
Award Type: [___]
Grant Date: [___]

THE SCOTTS MIRACLE-GRO COMPANY
LONG-TERM INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES
(with related Dividend Equivalents)


This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award.
1.    DESCRIPTION OF YOUR PERFORMANCE UNITS. You have been granted [___] Performance Units (“Performance Units”), based on a target level of performance, and an equal number of related Dividend Equivalents. The “Grant Date” of your Award is [___]. Each whole Performance Unit represents the right to receive one full Share at the time and in the manner described in this Award Agreement based upon the performance criteria described in the attached Exhibit A. Subject to Section 6 of this Award Agreement, each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date (as described in Section 5(a) of this Award Agreement) with respect to the Share represented by the related Performance Unit. As described herein, the Performance Units and related Dividend Equivalents that will actually be paid out to you may be more or less than the number of Performance Units granted. See Exhibit A for more details.

To accept this Award Agreement, you must provide your acknowledgement and acceptance of the terms contained herein by completing the on-line grant agreement process facilitated by Merrill Lynch (the “Third Party Administrator”) no later than [___].

2.     INCORPORATION OF PLAN AND DEFINITIONS.
(a)    This Award Agreement and your Performance Units are granted pursuant to the terms and conditions of The Scotts Miracle-Gro Company Long-Term Incentive Plan effective January 22, 2024 (the “Plan”) and this Award Agreement. All provisions of the Plan are incorporated herein by reference, and your Performance Units and related Dividend Equivalents are subject to the terms of the Plan and this Award Agreement. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern.
(b)     Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.
3.     PERFORMANCE UNIT ACHIEVEMENT. The number of “Performance Units Achieved” will be calculated as follows: Performance Units Achieved = Performance Units *




Payout Percentage Achieved. The number of Performance Units Achieved, if any, is subject to satisfaction of the performance criteria set forth on Exhibit A over the period beginning on [period start date] and ending on [period end date] (the “Performance Period”), and will be determined at the end of the Performance Period. Each whole Performance Unit Achieved represents the right to receive one full Share at the time and in the manner described in this Award Agreement.

4.    VESTING. Except as provided in Section 7 of this Award Agreement, the Performance Units Achieved are subject to the following vesting criteria:
(a)    Normal Vesting. You will become [___]% vested in the number of Performance Units Achieved (subject to the performance criteria as described in Section 3 and Exhibit A) if your employment with the Company or any of its Subsidiaries or Affiliates continues from the Grant Date until the [___] anniversary of the Grant Date, in this case [___], (the “Normal Vesting Date”), and will be settled in accordance with Section 5 of this Award Agreement; or
(b)    Special Vesting. Under the following circumstances, the Performance Units Achieved (subject to the performance criteria as described in Section 3 and Exhibit A) described in this Award Agreement may vest earlier than the Normal Vesting Date:
(i)    If you Terminate because of your death or due to a disability for which you qualify for benefits under the Scotts Miracle-Gro Company’s Long-term Disability Plan or another long-term disability plan sponsored by the Company or any of its Subsidiaries or Affiliates (“Disabled”), the number of Performance Units Achieved as described in this Award Agreement will become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement; or
(ii)     If you Terminate prior to the Normal Vesting Date for a reason other than Cause and you have reached age [___] and completed at least [___] years of continuous employment with the Company, or any of its Subsidiaries or Affiliates, the number of Performance Units Achieved will become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement; or
(iii)    If you Terminate due to an involuntary Termination by the Company or any of its Subsidiaries or Affiliates without Cause within [___] days before the Normal Vesting Date, the number of Performance Units Achieved will be become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement.




(iv)    If there is a Change in Control, your Performance Units may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See Section 5(d) of this Award Agreement and the Plan for further details.
5.    SETTLEMENT.
(a)    Subject to the terms of the Plan and this Award Agreement, the number of vested Performance Units Achieved, minus any Shares that are withheld for taxes as provided under Section 5(c), shall be settled in a lump sum as soon as administratively practicable following the Normal Vesting Date (the “Settlement Date”). Your whole Performance Units Achieved shall be settled in full Shares, and any fractional Performance Unit Achieved shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date, which shall be equal to the closing price of a Share on the Settlement Date if it is a trading day or, if such date is not a trading day, on the next trading day.
(b)    Except as provided in Section 6 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the Performance Units unless and until you become the record holder of such Shares.
(c)     You may use one of the following methods to pay the required withholding taxes related to the vesting and settlement of your Performance Units Achieved. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below:
(i)    CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company, through the Third Party Administrator, cash equal to the required withholding Taxes applicable on your Performance Units.
(ii)    NET SETTLEMENT: If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the required withholding Taxes applicable on your Performance Units, provided that such withholding can be no more than the maximum withholding rate applicable to each jurisdiction for which the Company is required to withhold.
(d)    Change in Control:    If there is a Change in Control, your Performance Units may vest earlier at Target in accordance with the Plan and pursuant to the discretion of the Committee. See the Plan for further details. Notwithstanding any other provisions of this Award Agreement to the contrary, in the event that as a result of any acceleration of vesting under the Plan or this Award Agreement in connection with a Change in Control it is determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Award




Agreement or otherwise (the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce (but not below zero) the aggregate value of the Payments under this Award Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Award Agreement will provide the Participant with a greater net after-tax amount than would be the case if no reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of applicable federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but after subtracting the net amount of applicable federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Participant would be subject with respect to the unreduced Payments). Only amounts payable under this Award Agreement shall be reduced pursuant to this subsection (d). The “Reduced Amount” shall be an amount that maximizes the aggregate value of Payments under this Award Agreement without causing any Payment under this Award Agreement to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(i)     All determinations to be made under this Section 5(d) shall be made by an independent registered public accounting firm or consulting firm selected by the Company immediately prior to a change in control, which shall provide its determinations and any supporting calculations both to the Company and the Participant within [___] ([___]) days of the change in control. Any such determination by such firm shall be binding upon the Company and the Participant. All of the fees and expenses of the accounting or consulting firm in performing the determinations referred to in this Section shall be borne solely by the Company.
6.     DIVIDEND EQUIVALENTS. Each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date with respect to the Shares represented by the related Performance Units Achieved, subject to the same terms and conditions. The Dividend Equivalents on Performance Units Achieved shall be payable only when and to the extent that the underlying Performance Unit vests and becomes payable. Any Dividend Equivalents will be distributed to you in accordance with Section 5 of this Award Agreement or forfeited, depending on whether or not you have met the conditions described in this Award Agreement and the Plan. Any such distributions will be made in (i) cash, for any Dividend Equivalents relating to cash dividends and/or (ii) Shares, for any Dividend Equivalents relating to Share dividends.




7.     FORFEITURE AND RECOUPMENT.
(a)    Except as otherwise provided in Section 4 of this Award Agreement, you will forfeit your unvested Performance Units if you Terminate prior to the Normal Vesting Date, whether the performance criteria are achieved or not.
(b)    If, without prior authorization in writing from the Company, you engage in “Conduct That is Harmful to the Company” at any time during the course of your employment or within [___] days after you Terminate, you will forfeit your Performance Units and related Dividend Equivalents, whether they are vested or not. In addition to this forfeiture, the Committee may determine that some or all of any Shares and other amounts you have received through the Plan or this Award Agreement are subject to recoupment, where allowable by law, and must be returned to the Company. “Conduct That is Harmful to the Company” is:
(i)    Your breach of any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Subsidiary or Affiliate;
(ii)    Your engaging in conduct that the Committee reasonably concludes requires the forfeiture and recoupment of the Award under the terms of any Company recoupment or clawback policy, any other applicable policy of the Company, and any applicable laws and regulations;
(iii)    Your failure or refusal to consult with, supply information to or otherwise cooperate with the Company or any Subsidiary or Affiliate after having been requested to do so;
(iv)    Your deliberately engaging in any action that the Company concludes has caused substantial harm to the interests of the Company or any Subsidiary or Affiliate, including, but not limited to, violations of applicable securities laws or the Company's Insider Trading Policy;
(v)    Your failure to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Subsidiary or Affiliate; or
(vi)    Discovery after you Terminated that you engaged in conduct while employed by the Company that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before you Terminated, including but not limited to having engaged in or contributed to criminal misconduct.




8.     AMENDMENT AND TERMINATION. Subject to the terms of the Plan, the Company may amend or terminate this Award Agreement or the Plan at any time.
9.    BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any vested Performance Units and related Dividend Equivalents that may be achieved under this Award Agreement but are settled after you die. This may be done only on the Beneficiary Designation Form prescribed by the Company or Third Party Administrator. The Beneficiary Designation Form need not be completed now and is not required as a condition of receiving your Award. If you die without completing a Beneficiary Designation Form or if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.
10.    TRANSFERRING YOUR PERFORMANCE UNITS AND RELATED DIVIDEND EQUIVALENTS. Except as described in Section 9, your Performance Units and related Dividend Equivalents may not be transferred to another person. Also, the Committee may allow you to place your Performance Units and related Dividend Equivalents into a trust established for your benefit or the benefit of your family. Contact the Third Party Administrator for further details.
11.    GOVERNING LAW. This Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. This Award Agreement and the delivery of any Shares hereunder shall be governed by applicable federal and state securities laws and exchanges.
12.    OTHER AGREEMENTS AND POLICIES. Your Performance Units and related Dividend Equivalents, whether achieved or not, will be subject to the terms of any other written agreements between you and the Company or any Subsidiary or Affiliate to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. Your Performance Units and related Dividend Equivalents granted under the Plan shall be subject to any applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time.
13.    ADJUSTMENTS TO YOUR PERFORMANCE UNITS. Subject to the terms of the Plan, your Performance Units and related Dividend Equivalents will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of Shares underlying your Performance Units will be adjusted to reflect a stock split).
14.     YOUR ACKNOWLEDGMENT OF AND AGREEMENT TO AWARD CONDITIONS.
By signing below, you acknowledge and agree that:
(a)     A copy of the Plan has been made available to you;
(b)     You understand and accept the terms and conditions of your Award;




(c)    By accepting this Award under the Plan, you agree to all Committee determinations as described in the Plan and this Award Agreement;
(d)    You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award or this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of your Award and reduce its value or potential value; and
(e)    You must return a signed copy of this Award Agreement utilizing the on-line grant agreement process defined above before [___].

[Grantee's Name]

By: ______________________________

Date signed: ________________________
THE SCOTTS MIRACLE-GRO COMPANY

By: ___________________________________

[Name of Company Representative]
[Title of Company Representative]
Date signed: ___________________________










EXHIBIT A
PERFORMANCE CRITERIA
(STANDARD PERFORMANCE UNIT AWARD)

The number of Performance Units Achieved under this Award Agreement is subject to the satisfaction of the following performance criteria and will be determined as of the end of the Performance Period, as follows:
Performance Period: [period start date] to [period end date]
Performance Units Achieved = Performance Units * Payout Percentage Achieved
Payout Percentage = Portion of Performance Units achieved based on actual results against the following performance goals:

Metric Weighting
Minimum
[___]
Target
[___]
Max
[___]
Metric 1x%
Metric 2x%
Note 1: Performance goals may be adjusted as applicable over the performance period (subject to the Compensation and Organization Committee approval) to account for material acquisitions, new or expanded JVs, divestitures and certain other pre-defined events
Note 2: If actual performance is below the Minimum performance level indicated for each metric, no Performance Units will be achieved.

Metric 1 Definition: [insert metric definition]

Metric 2 Definition: [insert metric definition]

Note: Actual award agreements issued in connection with any grant will reflect one or more
performance metrics subject to the Compensation and Organization Committee approval of the
applicable performance criteria.


Document

Exhibit 21
DIRECT AND INDIRECT SUBSIDIARIES OF
THE SCOTTS MIRACLE-GRO COMPANY

Directly owned subsidiaries, as of December 30, 2023, are located at the left margin, each subsidiary tier thereunder is indented. Subsidiaries are listed under the names of their respective parent entities. Unless otherwise noted, the subsidiaries are wholly-owned.

NAME
JURISDICTION OF FORMATION
1868 Ventures LLCOhio
   Swiss Farms Products, Inc.Delaware
GenSource, Inc.Ohio
OMS Investments, Inc.Delaware
   Scotts Temecula Operations, LLC
Delaware
Sanford Scientific, Inc.New York
Scotts Global Services, Inc.Ohio
Scotts Live Goods Holdings, Inc.Ohio
   Bonnie Plants, LLC1
Delaware
Scotts Manufacturing CompanyDelaware
   Miracle-Gro Lawn Products, Inc.
New York
Scotts Products Co.Ohio
   Scotts Servicios, S.A. de C.V.2
Mexico
   Miracle-Gro Tecnología & Servicios S de R.L. de C.V.2
Mexico
Scotts Professional Products Co.Ohio
   Scotts Servicios, S.A. de C.V.22
Mexico
   Miracle-Gro Tecnología & Servicios S de R.L. de C.V.2
Mexico
SMG Growing Media, Inc.Ohio
   AeroGrow International, Inc.Nevada
   Hyponex Corporation
Delaware
   Rod McLellan Company
California
   The Hawthorne Gardening Company
Delaware
      Hawthorne Hydroponics LLC
Delaware
      Hawthorne Gardening B.V.
Netherlands
         Gavita International B.V.
Netherlands
            Hawthorne Lighting B.V.
Netherlands
               Agrolux Canada LimitedCanada
               Agrolux Nederland B.V.
Netherlands
               Hawthorne Canada Limited
Canada
   HGCI, Inc.
Nevada




________________________
1 Scotts Live Goods Holdings, Inc.’s ownership is 50.0%.
2 Scotts Professional Products Co. owns 50% and Scotts Products Co. owns 50.0%.


SMGM LLCOhio
   Scotts-Sierra Investments LLC
Delaware
     Scotts Sierra (China) Co., Ltd.
China
      Scotts Canada Ltd.
Canada
         Laketon Peat Moss Inc.3
Canada
      Scotts de Mexico SA de CV4
Mexico
      SMG Germany GmbH
Germany
      SMG Gardening (UK) Limited
United Kingdom
The Hawthorne Collective, Inc.Ohio
The Scotts Company LLCOhio
   The Scotts Miracle-Gro Foundation5
Ohio




________________________
3 Scotts Canada Ltd.'s ownership is 50.0%.
4 The Scotts Company LLC owns 0.5% and Scotts-Sierra Investments LLC owns the remaining 99.5%.
5 The Scotts Miracle-Gro Foundation is a 501(c)(3) corporation.


Document

Exhibit 22

LIST OF GUARANTOR SUBSIDIARIES

The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of December 30, 2023, guarantors of the Company's 5.250% Senior Notes due 2026, 4.500% Senior Notes due 2029, 4.000% Senior Notes due 2031 and 4.375% Senior Notes due 2032:
NAME OF GUARANTOR SUBSIDIARYJURISDICTION OF FORMATION
1868 Ventures LLCOhio
AeroGrow International, Inc.Nevada
GenSource, Inc.Ohio
Hawthorne Hydroponics LLCDelaware
HGCI, Inc.Nevada
Hyponex CorporationDelaware
Miracle-Gro Lawn Products, Inc.New York
OMS Investments, Inc.Delaware
Rod McLellan CompanyCalifornia
Sanford Scientific, Inc.New York
Scotts Live Goods Holdings, Inc.Ohio
Scotts Manufacturing CompanyDelaware
Scotts Products Co.Ohio
Scotts Professional Products Co.Ohio
Scotts-Sierra Investments LLCDelaware
Scotts Temecula Operations, LLCDelaware
SMG Growing Media, Inc.Ohio
SMGM LLCOhio
Swiss Farms Products, Inc.Delaware
The Hawthorne Collective, Inc.Ohio
The Hawthorne Gardening CompanyDelaware
The Scotts Company LLCOhio


Document

Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certifications
(Principal Executive Officer)
CERTIFICATIONS
I, James Hagedorn, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the fiscal quarter ended December 30, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 7, 2024 By:/s/ JAMES HAGEDORN
 Printed Name: James Hagedorn
 Title: Chairman of the Board, Chief Executive Officer & President


Document

Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certifications
(Principal Financial Officer)
CERTIFICATIONS

I, Matthew E. Garth, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the fiscal quarter ended December 30, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 7, 2024 By: /s/ MATTHEW E. GARTH
  Printed Name: Matthew E. Garth
  Title: Executive Vice President, Chief Financial Officer & Chief Administrative Officer


Document

Exhibit 32

SECTION 1350 CERTIFICATIONS*

In connection with the Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company (the “Company”) for the fiscal quarter ended December 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned James Hagedorn, Chairman of the Board, Chief Executive Officer & President of the Company, and Matthew E. Garth, Executive Vice President, Chief Financial Officer & Chief Administrative Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:
 
1)    The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2)    The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.


/s/ JAMES HAGEDORN  /s/ MATTHEW E. GARTH
 Printed Name: James Hagedorn  Printed Name: Matthew E. Garth
 Title: Chairman of the Board, Chief Executive Officer & President  Title: Executive Vice President, Chief Financial Officer & Chief Administrative Officer
   
 February 7, 2024  February 7, 2024
 
*THESE CERTIFICATIONS ARE BEING FURNISHED AS REQUIRED BY RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE, AND SHALL NOT BE DEEMED “FILED” FOR PURPOSES OF SECTION 18 OF THE EXCHANGE ACT OR OTHERWISE SUBJECT TO THE LIABILITY OF THAT SECTION. THESE CERTIFICATIONS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THESE CERTIFICATIONS BY REFERENCE.