v3.22.2.2
EQUITY
 12 Months Ended
Sep. 30, 2022
Equity [Abstract]  
EQUITY EQUITY
Authorized and issued shares consisted of the following (in millions):
September 30,
20222021
Preferred shares, no par value:
Authorized0.2 shares0.2 shares
Issued0.0 shares0.0 shares
Common shares, no par value, $0.01 stated value per share:
Authorized100.0 shares100.0 shares
Issued68.1 shares68.1 shares
In fiscal 1995, The Scotts Company merged with Stern’s Miracle-Gro Products, Inc. (“Miracle-Gro”). At September 30, 2022, the former shareholders of Miracle-Gro, including the Hagedorn Partnership, L.P., owned approximately 26% of Scotts Miracle-Gro’s outstanding Common Shares on a fully diluted basis and, therefore, have the ability to significantly influence the election of directors and other actions requiring the approval of Scotts Miracle-Gro’s shareholders.
Under the terms of the merger agreement with Miracle-Gro, the former shareholders of Miracle-Gro may not collectively acquire, directly or indirectly, beneficial ownership of Voting Stock (as that term is defined in the Miracle-Gro merger agreement) representing more than 49% of the total voting power of the outstanding Voting Stock, except pursuant to a tender offer for 100% of that total voting power, which tender offer is made at a price per share which is not less than the market price per share on the last trading day before the announcement of the tender offer and is conditioned upon the receipt of at least 50% of the Voting Stock beneficially owned by shareholders of Scotts Miracle-Gro other than the former shareholders of Miracle-Gro and their affiliates and associates.
Accumulated Other Comprehensive Loss
Changes in AOCL by component were as follows for the fiscal years ended September 30:
 Foreign
Currency
Translation
Adjustments		Net Unrealized
Gain (Loss)
On Derivative
Instruments		Net
Unrealized
Loss On
Securities		Net Unrealized
Gain (Loss) in
Pension and
Other Post-
Retirement
Benefits		Accumulated
Other
Comprehensive
Income (Loss)
Balance at September 30, 2019$(17.4)$(8.1)$— $(68.4)$(93.9)
Other comprehensive income (loss) before reclassifications10.5 (19.7)— (12.9)(22.1)
Amounts reclassified from accumulated other comprehensive net income (loss)0.8 10.1 — 0.3 11.2 
Income tax benefit (expense)— 2.5 — 3.2 5.7 
Net current period other comprehensive income (loss)11.3 (7.1)— (9.4)(5.2)
Balance at September 30, 2020(6.2)(15.1)— (77.8)(99.1)
Other comprehensive income (loss) before reclassifications4.5 26.8 (3.1)6.9 35.1 
Amounts reclassified from accumulated other comprehensive net income (loss)— 7.3 — 0.4 7.7 
Income tax benefit (expense)— (8.9)0.8 (1.9)(10.0)
Net current period other comprehensive income (loss)4.5 25.2 (2.3)5.4 32.8 
Balance at September 30, 2021(1.7)10.2 (2.3)(72.5)(66.4)
Other comprehensive income (loss) before reclassifications(27.2)40.1 (102.0)(7.3)(96.4)
Amounts reclassified from accumulated other comprehensive net income (loss)— (9.1)— 11.7 2.6 
Income tax benefit (expense)— (7.9)24.6 (1.1)15.6 
Net current period other comprehensive income (loss)(27.2)23.1 (77.4)3.3 (78.2)
Balance at September 30, 2022$(28.9)$33.3 $(79.7)$(69.3)$(144.6)
The sum of the components may not equal due to rounding.
Dividends
On July 27, 2020, the Scotts Miracle-Gro Board of Directors approved an increase in Scotts Miracle-Gro’s quarterly cash dividend from $0.58 to $0.62 per Common Share, which was first paid in the fourth quarter of fiscal 2020. In addition, on July 27, 2020, the Scotts Miracle-Gro Board of Directors approved a special cash dividend of $5.00 per Common Share, which was paid on September 10, 2020 to all shareholders of record at the close of business on August 27, 2020. On July 30, 2021, the Scotts Miracle-Gro Board of Directors approved an increase in the Scotts Miracle-Gro’s quarterly cash dividend from $0.62 to $0.66 per Common Share, which was first paid in the fourth quarter of fiscal 2021.
Share Repurchases
On August 11, 2014, Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to $500.0 of Common Shares over a five-year period (effective November 1, 2014 through September 30, 2019). On August 3, 2016, Scotts Miracle-Gro announced that its Board of Directors authorized a $500.0 increase to the share repurchase authorization ending on September 30, 2019. On August 2, 2019, the Scotts Miracle-Gro Board of Directors authorized an extension of the share repurchase authorization through March 28, 2020. The amended authorization allowed for repurchases of Common Shares of up to an aggregate amount of $1,000.0 through March 28, 2020. During fiscal 2020 through March 28, 2020, Scotts Miracle-Gro repurchased 0.4 million Common Shares under this share repurchase authorization for $48.2. From the effective date of this share repurchase authorization in the fourth quarter of fiscal 2014 through March 28, 2020, Scotts Miracle-Gro repurchased approximately 8.7 million Common Shares for $762.8.
On February 6, 2020, Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to $750.0 of Common Shares from April 30, 2020 through March 25, 2023. The authorization permits the Company to purchase
Common Shares from time to time in open market purchases or through privately negotiated transactions. All or part of the repurchases may be made under Rule 10b5-1 plans, which the Company may enter into from time to time and which enable the repurchases to occur on a more regular basis, or pursuant to accelerated share repurchases. The share repurchase authorization may be suspended or discontinued by the Board of Directors at any time, and there can be no guarantee as to the timing or amount of any repurchases. During fiscal 2022 and fiscal 2021, Scotts Miracle-Gro repurchased 1.1 million and 0.6 million Common Shares under this share repurchase authorization for $175.0 and $113.1, respectively. There were no share repurchases under this share repurchase authorization during fiscal 2020. Treasury share purchases also include cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation of $82.9, $16.3 and $4.9 for fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Share-Based Awards
A maximum of 5.0 million Common Shares are available for issuance under share-based award plans. At September 30, 2022, approximately 3.4 million Common Shares were not subject to outstanding awards and were available to underlie the grant of new share-based awards. Common Shares held in treasury totaling 0.9 million, 0.4 million and 0.4 million were reissued in support of share-based compensation awards and employee purchases under the employee stock purchase plan during fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Subsequent to September 30, 2022, the Company awarded restricted stock units, performance-based award units and stock options representing 1.6 million Common Shares to employees with an estimated fair value of $51.8 on the date of grant.
The following is a summary of the share-based awards granted during each of the periods indicated:
 Year Ended September 30,
 202220212020
Employees
Options— 183,553 37,255 
Restricted stock units228,558 70,936 119,726 
Performance units105,756 1,903 37,570 
Non-Employee Directors
Restricted and deferred stock units20,015 9,173 18,948 
Total share-based awards354,329 265,565 213,499 
Aggregate fair value at grant dates$41.2 $30.2 $21.5 
Total share-based compensation was as follows for each of the periods indicated:
 Year Ended September 30,
 202220212020
Share-based compensation$30.3 $40.6 $57.9 
Related tax benefit recognized4.9 7.4 14.6 
Excess tax benefits related to share-based compensation were $14.8, $18.3 and $5.8 for fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Stock Options
Stock option activity was as follows:
No. of
  Options		Wtd.
Avg.
Exercise
Price
Awards outstanding at September 30, 2021568,191 $118.38 
Forfeited(39,720)236.53 
Awards outstanding at September 30, 2022528,471 110.86 
Exercisable388,002 65.36 
At September 30, 2022, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested stock options not yet recognized was $1.4, which is expected to be recognized over a weighted-average period of 1.3 years. The total intrinsic value of stock options exercised was $41.8 and $21.9 during fiscal 2021 and fiscal 2020, respectively. Cash received from the exercise of stock options, including amounts received from employee purchases under the employee stock purchase plan, was $3.3, $15.2, and $17.6 for fiscal 2022, fiscal 2021 and fiscal 2020, respectively. The following summarizes certain information pertaining to stock option awards outstanding and exercisable at September 30, 2022:
 Awards OutstandingAwards Exercisable
Range of
Exercise Price		No. of
Options		Wtd.
Avg.
Remaining
Life		Wtd.
Avg.
Exercise
Price		No. of
Options		Wtd.
Avg.
Remaining
Life		Wtd.
Avg.
Exercise
Price
$59.62 - $64.55
380,932 2.8562.18 380,932 2.8562.18 
$236.53 - $236.53
147,539 8.35236.53 7,070 8.35236.53 
528,471 4.39110.86 388,002 2.9565.36 
The intrinsic values of the stock option awards outstanding and exercisable at September 30, 2022 were zero. 
Restricted share-based awards
Restricted share-based award activity (including restricted stock units and deferred stock units) was as follows:
No. of
Shares		Wtd. Avg.
Grant Date
Fair Value
per Share
Awards outstanding at September 30, 2021375,825 124.50 
Granted248,573 109.10 
Vested(246,846)75.38 
Forfeited(56,977)165.01 
Awards outstanding at September 30, 2022320,575 143.19 
At September 30, 2022, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted share units not yet recognized was $10.0, which is expected to be recognized over a weighted-average period of 1.7 years. The total fair value of restricted stock units and deferred stock units vested was $28.2, $41.8 and $15.2 during fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
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, 2021572,557 95.09 
Granted105,756 132.74 
Vested (a)
(533,441)93.22 
Forfeited(31,616)124.15 
Awards outstanding at September 30, 2022113,256 130.94 

(a)Vested at a weighted average of 228% of the target performance share units granted.
At September 30, 2022, the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance-based units not yet recognized was $3.6, which is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of performance-based units vested was $182.5, $11.9, and $3.9 during fiscal 2022, fiscal 2021, and fiscal 2020, respectively.