SCOTTS MIRACLE-GRO CO - FORM 8-K - EX-99.1

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8-K - FORM 8-K - SCOTTS MIRACLE-GRO CO	l41890e8vk.htm

Exhibit 99.1

THE SCOTTS MIRACLE-GRO COMPANY
INDEX TO UNAUDITED CONDENSED CONSOLIDATED SELECTED FINANCIAL DATA


	PAGE
Results of Operations and Reconciliation of Non-GAAP Disclosure Items for the:
Fiscal year ended September 30, 2010		1
Fiscal year ended September 30, 2009		2
Fiscal year ended September 30, 2008		3
Fiscal year ended September 30, 2007		4
Three months ended January 2, 2010		5
Three months ended April 3, 2010		6
Three months ended July 3, 2010		7
Three months ended September 30, 2010		8
Net Sales and Income from Continuing Operations before Income Taxes by Segment by quarter and on an annual basis for fiscal 2010 and on an annual basis for fiscal 2009		9
Condensed, Consolidated Balance Sheets — January 2, 2010, April 3, 2010, July 3, 2010 and September 30, 2010		10
Footnotes to Condensed, Consolidated Selected Financial Data		11

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the fiscal year ended September 30, 2010
										Product
										Registration
				Previously			Revised			And						Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Impairment			Adjusted ⁽⁵⁾
Net sales				$	3,139.9		$	2,898.0		$	—		$	—		$	2,898.0

Gross profit					1,147.3			1,075.9			(3.0	)		—			1,078.9

% of sales					36.5	%		37.1	%								37.2	%

Income from operations					384.6			363.1			(8.7	)		(18.5	)		390.3
% of sales					12.2	%		12.5	%								13.5	%

Interest expense					46.8			43.2			—			—			43.2

Income from continuing operations before income taxes					337.8			319.9			(8.7	)		(18.5	)		347.1
Income tax expense					125.4			119.4			(3.1	)		(5.8	)		128.3

Income from continuing operations					212.4			200.5		$	(5.6	)	$	(12.7	)	$	218.8

Income (loss) from discontinued operations, net of tax		(2	)		(8.3	)		3.6

Net income				$	204.1		$	204.1




Basic income (loss) per common share:		(3	)
Income from continuing operations				$	3.20		$	3.03		$	(0.08	)	$	(0.19	)	$	3.30

Income (loss) from discontinued operations					(0.12	)		0.05

Net income				$	3.08		$	3.08


Diluted income (loss) per common share:		(4	)
Income from continuing operations				$	3.14		$	2.97		$	(0.08	)	$	(0.19	)	$	3.24

Income (loss) from discontinued operations					(0.12	)		0.05

Net income				$	3.02		$	3.02


Common shares used in basic income (loss) per share calculation					66.3			66.3			66.3			66.3			66.3

Common shares and potential common shares used in diluted income (loss) per share calculation					67.6			67.6			67.6			67.6			67.6

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2009
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the fiscal year ended September 30, 2009
										Product
										Registration
				Previously			Revised			And			Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Adjusted ⁽⁵⁾
Net sales				$	2,980.7		$	2,746.4		$	(0.3	)	$	2,746.7

Gross profit					1,057.6			977.7			(11.8	)		989.5

% of sales					35.5	%		35.6	%					36.0	%

Income from operations					297.6			260.5			(28.6	)		289.1
% of sales					10.0	%		9.5	%					10.5	%

Interest expense					56.4			52.4			—			52.4

Income from continuing operations before income taxes					241.2			208.1			(28.6	)		236.7
Income tax expense					86.6			75.5			(10.5	)		86.0

Income from continuing operations				$	154.6		$	132.6		$	(18.1	)	$	150.7

Income (loss) from discontinued operations, net of tax		(2	)		(1.3	)		20.7

Net income				$	153.3		$	153.3




Basic income (loss) per common share:		(3	)
Income from continuing operations				$	2.38		$	2.04		$	(0.28	)	$	2.32

Income (loss) from discontinued operations					(0.02	)		0.32

Net income				$	2.36		$	2.36


Diluted income (loss) per common share:		(4	)
Income from continuing operations				$	2.34		$	2.01		$	(0.27	)	$	2.28

Income (loss) from discontinued operations					(0.02	)		0.31

Net income				$	2.32		$	2.32


Common shares used in basic income (loss) per share calculation					65.0			65.0			65.0			65.0

Common shares and potential common shares used in diluted income (loss) per share calculation					66.1			66.1			66.1			66.1

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2008
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the fiscal year ended September 30, 2008
										Product
										Registration
				Previously			Revised			And						Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Impairment			Adjusted ⁽⁵⁾
Net sales				$	2,823.2		$	2,552.0		$	(22.3	)	$	—		$	2,574.3

Gross profit					911.7			831.1			(38.4	)		(1.3	)		870.8

% of sales					32.3	%		32.6	%								33.8	%

Income from operations					139.8			125.2			(51.1	)		(91.2	)		267.5
% of sales					5.0	%		4.9	%								10.4	%

Interest expense					82.2			77.6			—			—			77.6

Income from continuing operations before income taxes					57.6			47.6			(51.1	)		(91.2	)		189.9
Income tax expense					24.8			15.6			(17.8	)		(32.8	)		66.2

Income from continuing operations				$	32.8		$	32.0		$	(33.3	)	$	(58.4	)	$	123.7

Loss from discontinued operations, net of tax		(2	)		(43.7	)		(42.9	)

Net loss				$	(10.9	)	$	(10.9	)




Basic income (loss) per common share:		(3	)
Income from continuing operations				$	0.51		$	0.50		$	(0.52	)	$	(0.90	)	$	1.92

Loss from discontinued operations					(0.68	)		(0.67	)

Net loss				$	(0.17	)	$	(0.17	)


Diluted income (loss) per common share:		(4	)
Income from continuing operations				$	0.50		$	0.49		$	(0.51	)	$	(0.89	)	$	1.89

Loss from discontinued operations					(0.67	)		(0.66	)

Net loss				$	(0.17	)	$	(0.17	)


Common shares used in basic income (loss) per share calculation					64.5			64.5			64.5			64.5			64.5

Common shares and potential common shares used in diluted income (loss) per share calculation					65.4			65.4			65.4			65.4			65.4

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the fiscal year ended September 30, 2007
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the fiscal year ended September 30, 2007
										Impairment,			Cost related
				Previously			Revised			Restructuring			to			Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			and Other			Refinancings			Adjusted ⁽⁵⁾
Net sales				$	2,687.8		$	2,472.9		$	—		$	—		$	2,472.9

Gross profit					952.8			878.0			—			—			878.0

% of sales					35.4	%		35.5	%								35.5	%

Income from operations					318.0			284.2			(8.8	)		—			293.0
% of sales					11.8	%		11.5	%								11.8	%

Costs related to refinancings					18.3			18.3						18.3			—
Interest expense					70.7			65.5			—			—			65.5

Income from continuing operations before income taxes					229.0			200.4			(8.8	)		(18.3	)		227.5
Income tax expense					79.7			70.4			(3.4	)		(6.9	)		80.7

Income from continuing operations				$	149.3		$	130.0		$	(5.4	)	$	(11.4	)	$	146.8

Loss from discontinued operations, net of tax		(2	)		(35.9	)		(16.6	)

Net income				$	113.4		$	113.4




Basic income (loss) per common share:		(3	)
Income from continuing operations				$	2.29		$	1.99		$	(0.08	)	$	(0.18	)	$	2.25

Loss from discontinued operations					(0.55	)		(0.25	)

Net income				$	1.74		$	1.74


Diluted income (loss) per common share:		(4	)
Income from continuing operations				$	2.23		$	1.94		$	(0.08	)	$	(0.17	)	$	2.19

Loss from discontinued operations					(0.54	)		(0.25	)

Net income				$	1.69		$	1.69


Common shares used in basic income (loss) per share calculation					65.2			65.2			65.2			65.2			65.2

Common shares and potential common shares used in diluted income (loss) per share calculation					67.0			67.0			67.0			67.0			67.0

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended January 2, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the three months ended January 2, 2010
										Product
										Registration
				Previously			Revised			And			Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Adjusted ⁽⁵⁾
Net sales				$	302.2		$	252.4		$	—		$	252.4

Gross profit					65.1			52.8			(0.9	)		53.7

% of sales					21.5	%		20.9	%					21.3	%


Loss from operations					(67.6	)		(69.0	)		(2.6	)		(66.4	)
% of sales					-22.4	%		-27.3	%					-26.3	%


Interest expense					10.7			9.7			—			9.7

Loss from continuing operations before income taxes					(78.3	)		(78.7	)		(2.6	)		(76.1	)
Income tax benefit					(28.5	)		(28.6	)		(0.9	)		(27.7	)

Loss from continuing operations					(49.8	)		(50.1	)	$	(1.7	)	$	(48.4	)

Loss from discontinued operations, net of tax		(2	)		(7.9	)		(7.6	)

Net loss				$	(57.7	)	$	(57.7	)




Basic loss per common share:		(3	)
Loss from continuing operations				$	(0.76	)	$	(0.76	)	$	(0.03	)	$	(0.73	)

Loss from discontinued operations					(0.12	)		(0.12	)

Net loss				$	(0.88	)	$	(0.88	)


Diluted loss per common share:		(4	)
Loss from continuing operations				$	(0.76	)	$	(0.76	)	$	(0.03	)	$	(0.73	)

Loss from discontinued operations					(0.12	)		(0.12	)

Net loss				$	(0.88	)	$	(0.88	)


Common shares used in basic loss per share calculation					65.9			65.9			65.9			65.9

Common shares and potential common shares used in diluted loss per share calculation					65.9			65.9			65.9			65.9

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended April 3, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the three months ended April 3, 2010
										Product
										Registration
				Previously			Revised			And			Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Adjusted ⁽⁵⁾
Net sales				$	1,123.1		$	1,050.7		$	—		$	1,050.7

Gross profit					436.0			415.0			(0.6	)		415.6

% of sales					38.8	%		39.5	%					39.6	%

Income from operations					206.3			196.7			(1.7	)		198.4
% of sales					18.4	%		18.7	%					18.9	%

Interest expense					15.1			14.1			—			14.1

Income from continuing operations before income taxes					191.2			182.6			(1.7	)		184.3
Income tax expense					71.3			68.4			(0.6	)		69.0

Income from continuing operations					119.9			114.2		$	(1.1	)	$	115.3

Income (loss) from discontinued operations, net of tax		(2	)		(1.4	)		4.3

Net income				$	118.5		$	118.5




Basic income (loss) per common share:		(3	)
Income from continuing operations				$	1.81		$	1.72		$	(0.02	)	$	1.74

Income (loss) from discontinued operations					(0.02	)		0.07

Net income				$	1.79		$	1.79


Diluted income (loss) per common share:		(4	)
Income from continuing operations				$	1.78		$	1.69		$	(0.02	)	$	1.71

Income (loss) from discontinued operations					(0.02	)		0.07

Net income				$	1.76		$	1.76


Common shares used in basic income (loss) per share calculation					66.2			66.2			66.2			66.2

Common shares and potential common shares used in diluted income (loss) per share calculation					67.4			67.4			67.4			67.4

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended July 3, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the three months ended July 3, 2010
										Product
										Registration
				Previously			Revised			And			Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Adjusted ⁽⁵⁾
Net sales				$	1,238.9		$	1,172.6		$	—		$	1,172.6

Gross profit					504.8			481.8			—			481.8

% of sales					40.7	%		41.1	%					41.1	%

Income from operations					290.5			280.1			(1.5	)		281.6
% of sales					23.4	%		23.9	%					24.0	%

Interest expense					11.9			11.2			—			11.2

Income from continuing operations before income taxes					278.6			268.9			(1.5	)		270.4
Income tax expense					102.7			99.4			(0.5	)		99.9

Income from continuing operations					175.9			169.5		$	(1.0	)	$	170.5

Income from discontinued operations, net of tax		(2	)		—			6.4

Net income				$	175.9		$	175.9




Basic income per common share:		(3	)
Income from continuing operations				$	2.65		$	2.55		$	(0.01	)	$	2.56

Income from discontinued operations					—			0.10

Net income				$	2.65		$	2.65


Diluted income per common share:		(4	)
Income from continuing operations				$	2.59		$	2.50		$	(0.01	)	$	2.51

Income from discontinued operations					—			0.09

Net income				$	2.59		$	2.59


Common shares used in basic income per share calculation					66.5			66.5			66.5			66.5

Common shares and potential common shares used in diluted income per share calculation					67.9			67.9			67.9			67.9

THE SCOTTS MIRACLE-GRO COMPANY
Results of Operations and Reconciliation of Non-GAAP Disclosure Items
For the three months ended September 30, 2010
(Unaudited) (in millions, except per share data)
Note: See Accompanying Footnotes on Page 11


				For the three months ended September 30, 2010
										Product
										Registration
				Previously			Revised			And						Revised
	Footnotes			Reported ⁽¹⁾			Reported ⁽¹⁾			Recall Matters			Impairment			Adjusted ⁽⁵⁾
Net sales				$	475.7		$	422.3		$	—		$	—		$	422.3

Gross profit					141.4			126.3			(1.5	)		—			127.8

% of sales					29.7	%		29.9	%								30.3	%

Loss from operations					(44.6	)		(44.7	)		(2.9	)		(18.5	)		(23.3	)
% of sales					-9.4	%		-10.6	%								-5.5	%

Interest expense					9.1			8.2			—			—			8.2

Loss from continuing operations before income taxes					(53.7	)		(52.9	)		(2.9	)		(18.5	)		(31.5	)
Income tax benefit					(20.1	)		(19.8	)		(1.1	)		(5.8	)		(12.9	)

Loss from continuing operations					(33.1	)		(33.1	)	$	(1.8	)	$	(12.7	)	$	(18.6	)

Income from discontinued operations, net of tax		(2	)		1.0			0.5

Net loss				$	(32.6	)	$	(32.6	)




Basic income (loss) per common share:		(3	)
Loss from continuing operations				$	(0.51	)	$	(0.50	)	$	(0.03	)	$	(0.19	)	$	(0.28	)

Income from discontinued operations					0.02			0.01

Net loss				$	(0.49	)	$	(0.49	)


Diluted income (loss) per common share:		(4	)
Loss from continuing operations				$	(0.51	)	$	(0.50	)	$	(0.03	)	$	(0.19	)	$	(0.28	)

Income from discontinued operations					0.02			0.01

Net loss				$	(0.49	)	$	(0.49	)


Common shares used in basic income (loss) per share calculation					66.5			66.5			66.5			66.5			66.5

Common shares and potential common shares used in diluted income (loss) per share calculation					66.5			66.5			66.5			66.5			66.5

THE SCOTTS MIRACLE-GRO COMPANY
Net Sales and Income from Continuing Operations before Income Taxes by Segment
by quarter and on an annual basis for the fiscal year ended September 30, 2010 and on an annual basis for the fiscal year ended September 30, 2009
(Unaudited) (in millions)
Note: See Accompanying Footnote 6 on Page 11


																Fiscal year
	Fiscal year ended September 30, 2010															ended
	First			Second			Third			Fourth			Total			September 30,
	Quarter			Quarter			Quarter			Quarter			Year			2009
Net Sales:
Global Consumer	$	214.0		$	1,014.7		$	1,085.9		$	335.1		$	2,649.7		$	2,485.3
Scotts LawnService^®		33.0			30.6			81.3			79.2			224.1			231.1

Segment total		247.0			1,045.3			1,167.2			414.3			2,873.8			2,716.4
Corporate and Other		5.6			5.6			5.6			8.2			25.0			31.1
Roundup^® amortization		(0.2	)		(0.2	)		(0.2	)		(0.2	)		(0.8	)		(0.8	)
Product registration and recall matters		—			—			—			—			—			(0.3	)

Consolidated	$	252.4		$	1,050.7		$	1,172.6		$	422.3		$	2,898.0		$	2,746.4


Income (loss) from Continuing Operations before Income Taxes:
Global Consumer	$	(40.4	)	$	250.7		$	289.5		$	(9.1	)	$	490.7		$	411.8
Scotts LawnService^®		(7.5	)		(15.1	)		21.9			21.7			21.0			14.0

Segment total		(47.9	)		235.6			311.4			12.6			511.7			425.8
Corporate and Other		(15.6	)		(34.5	)		(27.3	)		(33.3	)		(110.7	)		(124.2	)
Roundup^® amortization		(0.2	)		(0.2	)		(0.2	)		(0.2	)		(0.8	)		(0.8	)
Other amortization		(2.7	)		(2.5	)		(2.3	)		(2.4	)		(9.9	)		(11.7	)
Product registration and recall matters		(2.6	)		(1.7	)		(1.5	)		(2.9	)		(8.7	)		(28.6	)
Impairment of assets		—			—			—			(18.5	)		(18.5	)		—
Interest expense		(9.7	)		(14.1	)		(11.2	)		(8.2	)		(43.2	)		(52.4	)

Consolidated	$	(78.7	)	$	182.6		$	268.9		$	(52.9	)	$	319.9		$	208.1

THE SCOTTS MIRACLE-GRO COMPANY
Condensed, Consolidated Balance Sheets
January 2, April 3, July 3, and September 30, 2010
(Unaudited) (in millions)
Note: See Accompanying Footnote 2 on Page 11


	January 2,		April 3,		July 3,		September 30,
	2010		2010		2010		2010
ASSETS
Current assets
Cash and cash equivalents	$	51.5	$	38.4	$	77.7	$	88.1
Accounts receivable, net		214.6		996.7		626.5		350.9
Inventories, net		587.5		531.6		405.9		352.9
Assets held for sale		221.7		237.9		206.0		193.1
Prepaids and other current assets		164.3		195.9		161.2		133.1


Total current assets		1,239.6		2,000.5		1,477.3		1,118.1

Property, plant and equipment, net		356.5		362.7		359.4		381.3
Goodwill, net		305.8		305.8		305.8		305.8
Other intangible assets, net		359.8		353.5		347.1		330.2
Other assets		24.3		29.1		33.6		28.6


Total assets	$	2,286.0	$	3,051.6	$	2,523.2	$	2,164.0


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of debt	$	166.7	$	244.3	$	200.0	$	195.0
Accounts payable		279.3		301.8		213.3		141.7
Liabilities held for sale		42.5		45.7		44.4		42.4
Other current liabilities		251.3		424.2		536.4		357.7


Total current liabilities		739.8		1,016.0		994.1		736.8

Long-term debt		798.8		1,156.0		490.2		436.7
Other liabilities		208.9		205.9		204.1		226.0


Total liabilities		1,747.5		2,377.9		1,688.4		1,399.5

Shareholders’ equity		538.5		673.7		834.8		764.5


Total liabilities and shareholders’ equity	$	2,286.0	$	3,051.6	$	2,523.2	$	2,164.0

THE SCOTTS MIRACLE-GRO COMPANY
Footnotes to Condensed, Consolidated Selected Financial Data

Results of Operations

(1)		Previously reported results of operations reflect the Company’s consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and the Company’s Current Report on Form 8-K filed February 16, 2010.

		Revised reported results of operations derive from the Company’s historical consolidated financial statements, as recast to retrospectively reflect the Company’s global professional business (excluding the non-European professional seed business, “Global Pro”) as discontinued operations in accordance with GAAP. See Footnote 2 below.

(2)		In December 2010, the Company accepted a binding offer from Israel Chemicals Ltd. (“ICL”) to acquire Global Pro for $270 million in an all-cash transaction, subject to certain adjustments at closing. The transaction is expected to close in the Company’s second quarter of fiscal 2011, subject to regulatory review and the satisfaction of certain other conditions.

		Beginning in its fiscal quarter ended January 1, 2011, the Company reclassified the assets and liabilities of Global Pro to assets and liabilities held for sale, and included the results of operations of Global Pro in discontinued operations for all periods presented. The Global Pro results from discontinued operations include an allocation of interest expense relating to the estimated amount of the Company’s senior secured credit facilities that will be required to be repaid from the sale proceeds.

		During the first quarter of fiscal 2010, the Company completed the closure of its Smith & Hawken business. As a result, beginning in the first quarter of fiscal 2010 the Company included the results of operations of Smith & Hawken in discontinued operations for all periods presented.

(3)		Basic income (loss) per common share amounts are calculated by dividing income (loss) from continuing operations, income (loss) from discontinued operations and net income (loss) by average common shares outstanding during the period.

(4)		Diluted income (loss) per common share amounts are calculated by dividing income (loss) from continuing operations, income (loss) from discontinued operations and net income (loss) by the average common shares and dilutive potential common shares (common stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units) outstanding during the period.

		When there is a loss for the period, dilutive potential common shares are not included in the calculations because to do so would be anti-dilutive.

(5)		The Reconciliation of Non-GAAP Disclosure Items includes the following non-GAAP financial measures:

		Adjusted income (loss) from continuing operations and adjusted basic and diluted income (loss) per share from continuing operations — These measures exclude charges or credits relating to refinancings, impairments, restructurings, product registration and recall matters, discontinued operations and other unusual items such as costs or gains related to discrete projects or transactions that are apart from and not indicative of the results of the operations of the business.

		The Company reports its financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. The Company believes that these non-GAAP financial meaures are the most indicative of the Company’s ongoing earnings capabilities and that disclosure of these non-GAAP financial measures therefore provides useful information to investors and other users of its financial statements, such as lenders. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

(6)		The Company is divided into the following reportable segments: Global Consumer and Scotts LawnService^®. This division of reportable segments is consistent with how the segments report to and are managed by senior management of the Company. The Company’s reportable segments have been revised to reflect the reclassification of Global Pro as discontinued operations (see Footnote 2). Furthermore, reclassifications have been made to prior period segment amounts to reflect changes in the allocation of certain shared expenses among the segments, which in management’s judgment better align those expenses with the associated drivers and benefits.

		Segment performance is evaluated based on several factors, including income from continuing operations before amortization, product registration and recall costs, and impairment, restructuring and other charges, which are not GAAP measures. Management uses this measure of operating profit to gauge segment performance because we believe this measure is the most indicative of performance trends and the overall earnings potential of each segment.

		Corporate & Other consists of the Company’s non-European professional seed business and corporate and administrative expenses.

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